Unassociated Document


    EXHIBIT
      4.1


     

    APOLLO
      GOLD CORPORATION

     

    -
      and -

     

    CIBC
      MELLON TRUST COMPANY

     

     

    WARRANT
      INDENTURE

     

     

    


     

    Dated
      as
      of July 9, 2008

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS


    
      

        
          	
                  ARTICLE
                    ONE

                	
                  2

                
	
                  SECTION
                    1.01

                	
                  DEFINITIONS:

                	
                  2

                
	
                  SECTION
                    1.02

                	
                  NUMBER
                    AND GENDER:

                	
                  5

                
	
                  SECTION
                    1.03

                	
                  INTERPRETATION
                    NOT AFFECTED BY HEADINGS:

                	
                  6

                
	
                  SECTION
                    1.04

                	
                  DAY
                    NOT A BUSINESS DAY:

                	
                  6

                
	
                  SECTION
                    1.05

                	
                  CURRENCY:

                	
                  6

                
	
                  SECTION
                    1.06

                	
                  APPLICABLE
                    LAW:

                	
                  6

                
	
                  SECTION
                    1.07

                	
                  REFERENCES
                    TO THIS INDENTURE:

                	
                  6

                
	
                  SECTION
                    1.08

                	
                  SCHEDULE:

                	
                  6

                
	 	 	 
	
                  ARTICLE
                    TWO

                	
                   

                	
                  7

                
	
                  SECTION
                    2.01

                	
                  ISSUE
                    AND FORM OF WARRANTS:

                	
                  7

                
	
                  SECTION
                    2.02

                	
                  TERMS
                    AND DELIVERY OF WARRANTS:

                	
                  7

                
	
                  SECTION
                    2.03

                	
                  WARRANTHOLDER
                    NOT A SHAREHOLDER:

                	
                  8

                
	
                  SECTION
                    2.04

                	
                  SIGNING
                    OF WARRANT CERTIFICATE:

                	
                  8

                
	
                  SECTION
                    2.05

                	
                  COUNTERSIGNATURE
                    BY THE WARRANT AGENT:

                	
                  8

                
	
                  SECTION
                    2.06

                	
                  ISSUE
                    IN SUBSTITUTION FOR LOST WARRANT CERTIFICATE:

                	
                  9

                
	
                  SECTION
                    2.07

                	
                  EXCHANGE
                    OF WARRANT CERTIFICATES:

                	
                  9

                
	
                  SECTION
                    2.08

                	
                  REGISTRATION
                    AND TRANSFER OF WARRANTS:

                	
                  10

                
	
                  SECTION
                    2.09

                	
                  OWNERSHIP
                    OF WARRANTS:

                	
                  11

                
	
                  SECTION
                    2.10

                	
                  WARRANTS
                    TO RANK PARI PASSU:

                	
                  12

                
	 	 	 
	
                  ARTICLE
                    THREE

                	
                   

                	
                  12

                
	
                  SECTION
                    3.01

                	
                  WARRANT
                    CERTIFICATES:

                	
                  12

                
	 	 	 
	
                  ARTICLE
                    FOUR

                	
                   

                	
                  12

                
	
                  SECTION
                    4.01

                	
                  METHOD
                    OF EXERCISE OF WARRANTS:

                	
                  12

                
	
                  SECTION
                    4.02

                	
                  EFFECT
                    OF EXERCISE OF WARRANTS:

                	
                  13

                
	
                  SECTION
                    4.03

                	
                  SUBSCRIPTION
                    FOR LESS THAN ENTITLEMENT:

                	
                  14

                
	
                  SECTION
                    4.04

                	
                  WARRANT
                    CERTIFICATES FOR FRACTIONS OF COMMON SHARES:

                	
                  15

                
	
                  SECTION
                    4.05

                	
                  EXPIRATION
                    OF WARRANTS:

                	
                  15

                
	 	 	 
	
                  ARTICLE
                    FIVE

                	
                   

                	
                  15

                
	
                  SECTION
                    5.01

                	
                  ADJUSTMENT
                    OF EXERCISE PRICE AND NUMBER OF COMMON SHARES PURCHASABLE UPON
                    EXERCISE:

                	
                  15

                
	
                  SECTION
                    5.02

                	
                  RULES
                    REGARDING CALCULATION OF ADJUSTMENT OF EXERCISE PRICE AND NUMBER
                    OF COMMON
                    SHARES PURCHASABLE UPON EXERCISE:

                	
                  19

                
	
                  SECTION
                    5.03

                	
                  POSTPONEMENT
                    OF SUBSCRIPTION:

                	
                  21

                
	
                  SECTION
                    5.04

                	
                  NOTICE
                    OF ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF COMMON SHARES PURCHASABLE
                    UPON EXERCISE:

                	
                  21

                
	 	 	 
	
                  ARTICLE
                    SIX

                	
                   

                	
                  22

                
	
                  SECTION
                    6.01

                	
                  OPTIONAL
                    PURCHASES BY THE CORPORATION:

                	
                  22

                
	
                  SECTION
                    6.02

                	
                  SURRENDER
                    OF WARRANT CERTIFICATES:

                	
                  22

                
	 	 	 
	
                  ARTICLE
                    SEVEN

                	
                   

                	
                  22

                
	
                  SECTION
                    7.01

                	
                  GENERAL
                    COVENANTS OF THE CORPORATION:

                	
                  22

                
	
                  SECTION
                    7.02

                	
                  REGISTRATION
                    OF COMMON SHARES UNDER UNITED STATES SECURITIES LAWS

                	
                  23

                


        

         

        
          
            
            

          

          
            2.

            
              

            

          

          
            
            

          

        

         

        
          	
                  SECTION
                    7.03

                	
                  WARRANT
                    AGENT’S REMUNERATION AND EXPENSES:

                	
                  24

                
	
                  SECTION
                    7.04

                	
                  NOTICE
                    OF ISSUE IN CANADA:

                	
                  25

                
	
                  SECTION
                    7.05

                	
                  PERFORMANCE
                    OF COVENANTS BY WARRANT AGENT:

                	
                  25

                
	 	 	 
	
                  ARTICLE
                    EIGHT

                	 	
                  25

                
	
                  SECTION
                    8.01

                	
                  SUITS
                    BY WARRANTHOLDERS:

                	
                  25

                
	
                  SECTION
                    8.02

                	
                  IMMUNITY
                    OF SHAREHOLDERS:

                	
                  25

                
	
                  SECTION
                    8.03

                	
                  LIMITATION
                    OF LIABILITY:

                	
                  25

                
	 	 	 
	
                  ARTICLE
                    NINE

                	
                   

                	
                  25

                
	
                  SECTION
                    9.01

                	
                  RIGHT
                    TO CONVENE MEETINGS:

                	
                  25

                
	
                  SECTION
                    9.02

                	
                  NOTICE:

                	
                  26

                
	
                  SECTION
                    9.03

                	
                  CHAIRMAN:

                	
                  26

                
	
                  SECTION
                    9.04

                	
                  QUORUM:

                	
                  26

                
	
                  SECTION
                    9.05

                	
                  POWER
                    TO ADJOURN:

                	
                  26

                
	
                  SECTION
                    9.06

                	
                  SHOW
                    OF HANDS:

                	
                  27

                
	
                  SECTION
                    9.07

                	
                  POLL:

                	
                  27

                
	
                  SECTION
                    9.08

                	
                  VOTING:

                	
                  27

                
	
                  SECTION
                    9.09

                	
                  REGULATIONS:

                	
                  27

                
	
                  SECTION
                    9.10

                	
                  CORPORATION
                    AND WARRANT AGENT MAY BE REPRESENTED:

                	
                  28

                
	
                  SECTION
                    9.11

                	
                  POWERS
                    EXERCISABLE BY EXTRAORDINARY RESOLUTION:

                	
                  28

                
	
                  SECTION
                    9.12

                	
                  EXTRAORDINARY
                    RESOLUTION:

                	
                  29

                
	
                  SECTION
                    9.13

                	
                  POWERS
                    CUMULATIVE:

                	
                  29

                
	
                  SECTION
                    9.14

                	
                  MINUTES:

                	
                  29

                
	
                  SECTION
                    9.15

                	
                  INSTRUMENTS
                    IN WRITING:

                	
                  30

                
	
                  SECTION
                    9.16

                	
                  BINDING
                    EFFECT OF RESOLUTIONS:

                	
                  30

                
	
                  SECTION
                    9.17

                	
                  HOLDINGS
                    BY CORPORATION AND WARRANT AGENT DISREGARDED:

                	
                  30

                
	 	 	 
	
                  ARTICLE
                    TEN

                	
                   

                	
                  30

                
	
                  SECTION
                    10.01

                	
                  PROVISION
                    FOR SUPPLEMENTAL INDENTURES FOR CERTAIN PURPOSES:

                	
                  30

                
	
                  SECTION
                    10.02

                	
                  SUCCESSOR
                    CORPORATION:

                	
                  31

                
	 	 	 
	
                  ARTICLE
                    ELEVEN

                	
                   

                	
                  31

                
	
                  SECTION
                    11.01

                	
                  TRUST
                    INDENTURE LEGISLATION:

                	
                  31

                
	
                  SECTION
                    11.02

                	
                  RIGHTS
                    AND DUTIES OF WARRANT AGENT:

                	
                  32

                
	
                  SECTION
                    11.03

                	
                  EVIDENCE:

                	
                  33

                
	
                  SECTION
                    11.04

                	
                  EXPERTS
                    AND ADVISERS:

                	
                  34

                
	
                  SECTION
                    11.05

                	
                  WARRANT
                    AGENT NOT REQUIRED TO GIVE SECURITY:

                	
                  34

                
	
                  SECTION
                    11.06

                	
                  PROTECTION
                    OF WARRANT AGENT:

                	
                  34

                
	
                  SECTION
                    11.07

                	
                  REPLACEMENT
                    OF WARRANT AGENT, SUCCESSOR BY MERGER:

                	
                  35

                
	
                  SECTION
                    11.08

                	
                  CONFLICT
                    OF INTEREST:

                	
                  36

                
	
                  SECTION
                    11.09

                	
                  ACCEPTANCE
                    OF TRUST:

                	
                  36

                
	
                  SECTION
                    11.10

                	
                  ACTIONS
                    BY WARRANT AGENT TO PROTECT INTEREST:

                	
                  36

                
	
                  SECTION
                    11.11

                	
                  DOCUMENTS,
                    MONEYS, ETC. HELD BY WARRANT AGENT:

                	
                  36

                
	
                  SECTION
                    11.12

                	
                  WARRANT
                    AGENT NOT TO BE APPOINTED RECEIVER:

                	
                  37

                
	 	 	 
	
                  ARTICLE
                    TWELVE

                	
                   

                	
                  37

                
	
                  SECTION
                    12.01

                	
                  NOTICE:

                	
                  37

                
	 	 	 
	
                  ARTICLE
                    THIRTEEN

                	
                   

                	
                  37

                
	
                  SECTION
                    13.01

                	
                  NOTICE
                    TO THE CORPORATION AND THE WARRANT AGENT:

                	
                  37

                


        

         

        
          
            
            

          

          
            3.

            
              

            

          

          
            
            

          

        

         

        
          	
                  SECTION
                    13.02

                	
                  TIME
                    OF THE ESSENCE:

                	
                  38

                
	
                  SECTION
                    13.03

                	
                  COUNTERPARTS:

                	
                  38

                
	
                  SECTION
                    13.04

                	
                  SATISFACTION
                    AND DISCHARGE OF INDENTURE:

                	
                  38

                
	
                  SECTION
                    13.05

                	
                  PROVISIONS
                    OF INDENTURE AND WARRANT CERTIFICATE FOR THE SOLE BENEFIT OF
                    PARTIES AND
                    WARRANTHOLDERS:

                	
                  39

                
	
                  SECTION
                    13.06

                	
                  STOCK
                    EXCHANGE CONSENTS:

                	
                  39

                
	
                  SECTION
                    13.07

                	
                  INDENTURE
                    TO PREVAIL:

                	
                  39

                
	
                  SECTION
                    13.08

                	
                  ASSIGNMENT

                	
                  39

                
	 	 	 
	
                  SCHEDULE
                    A

                	
                  FORM
                    OF WARRANT CERTIFICATE

                	 


        

      

    

     

    
      
        
        

      

      
        4.

        
          

        

      

      
        
        

      

       

    

    THIS
      WARRANT INDENTURE dated as of the 9th day of July,
      2008.

     

    B
      E T W E
      E N:

     

    APOLLO
      GOLD CORPORATION,
      a
      corporation continued under the Business
      Corporations Act
      (Yukon)

     

    (hereinafter
      called the "Corporation")

     

    OF
      THE
      FIRST PART

     

    -
      and
      -

     

    CIBC
      MELLON TRUST COMPANY,
      a trust
      company existing under the laws of Canada

     

    (hereinafter
      called the "Warrant Agent"),

     

    OF
      THE
      SECOND PART

     

    


     

    The
      following recitals are made as representations and statements of fact by the
      Corporation and not the Warrant Agent:

     

    WHEREAS
      the Corporation is authorized to issue an unlimited number of Common Shares
      (as
      hereinafter defined); 

     

    AND
      WHEREAS the Corporation proposes to issue up to 85,200,000 units of the
      Corporation (the "Units"), with each Unit being comprised of one Common Share
      and one-half of one Warrant (as hereinafter defined), and with each one Warrant
      entitling the holder thereof to subscribe for and purchase, subject to
      adjustment, one Common Share at the price and upon the other terms and
      conditions hereinafter set forth (collectively, the "Offering");

     

    AND
      WHEREAS the Corporation is authorized under the laws applicable to it to create
      and issue the Warrants as hereinafter provided;

     

    AND
      WHEREAS the Warrants will be represented by Warrant Certificates (as hereinafter
      defined) issued and countersigned in accordance with the provisions
      hereof;

     

    AND
      WHEREAS all things necessary have been or will be done and performed by the
      Corporation to make each of the Warrants and the Warrant Certificates, when
      countersigned by the Warrant Agent and issued in accordance with the provisions
      of this Indenture, legal, valid and binding obligations of the Corporation
      with
      the benefits and subject to the provisions of this Indenture;

     

    NOW
      THEREFORE THIS INDENTURE WITNESSETH that for good and valuable consideration
      mutually given and received, the receipt and sufficiency of which is hereby
      acknowledged, it is hereby agreed and declared as follows: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    ARTICLE
      ONE

    DEFINITIONS
      AND INTERPRETATION

     

    Section
      1.01 Definitions:

     

    In
      this
      Indenture and in the Warrant Certificates, unless there is something in the
      subject matter or context inconsistent therewith, the words and terms defined
      in
      this section 1.01
      shall,
      for the purpose of this Indenture and all supplemental indentures hereto and
      for
      the purpose of the Warrant Certificates, have the respective meanings specified
      in this section 1.01:
      

     

    
      	 	
              (a)

            	
              "Applicable
                Legislation" means the provisions, if any, of the Business
                Corporations Act
                (Yukon) and any statute of Canada or a province thereof, and of the
                regulations under any such statutes, relating to warrant indentures
                or to
                the rights, duties and obligations of trustees and of corporations
                under
                warrant indentures, to the extent that such provisions are at the
                time in
                force and applicable to this
                Indenture;

            


    

     

    
      	 	
              (b)

            	
              "Business
                Day" means a day which is not a Saturday or Sunday or a civic or
                statutory
                holiday in any of the cities where Warrant Certificates may be surrendered
                to the Warrant Agent pursuant to the provisions
                hereof;

            


    

     

    
      	 	
              (c)

            	
              "Capital
                reorganization" means any of the events described in paragraphs section
                5.01(d)(i),
                section 5.01(d)(ii)
                or section 5.01(d)(iii)
                hereof;

            


    

     

    
      	 	
              (d)

            	
              "Certified
                Resolution" means a copy of a resolution certified by the Chief Executive
                Officer, Chief Financial Officer or the Secretary of the Corporation,
                which may but need not be under the corporate seal of the Corporation,
                to
                have been passed by the Directors and to be in full force and effect
                on
                the date of such certification;

            


    

     

    
      	 	
              (e)

            	
              "Common
                Share Reorganization" means any of the events described in paragraphs
                section 5.01(a),
                (i),
                (ii), (iii)
                or
                (iv)
                hereof; 

            


    

     

    
      	 	
              (f)

            	
              "Common
                Shares" means the common shares which the Corporation is authorized
                to
                issue as such common shares are constituted at the close of business
                on
                the Effective Date; provided that in the event of any adjustment
                pursuant
                to the provisions of article five hereof, "Common Shares" shall thereafter
                mean the shares or other securities or property resulting from such
                adjustment;

            


    

     

    
      	 	
              (g)

            	
              "Corporation"
                means Apollo Gold Corporation and includes any successor corporation
                thereto;

            


    

     

    
      	 	
              (h)

            	
              "Corporation’s
                Auditors" means the firm of chartered accountants appointed as the
                auditors of the Corporation at the particular time;
                

            


    

     

    
      	 	
              (i)

            	
              "Counsel"
                means a barrister and solicitor or a firm of barristers and solicitors,
                who may be counsel for the Corporation, acceptable to the Warrant
                Agent;

            


    

     

    
      	 	
              (j)

            	
              "Current
                Market Price" of the Common Shares at any date means the price per
                share
                equal to the volume weighted average trading price at which the Common
                Shares have traded on the Toronto Stock Exchange or the American
                Stock
                Exchange or,
                if the Common Shares are not then listed on the Toronto Stock Exchange
                or
                the American Stock Exchange, on such other Canadian or U.S. stock
                exchange
                as may be selected by the directors of the Corporation for such purpose
                or, if the Common Shares are not then listed on any Canadian stock
                exchange, in the over-the-counter market, during the period of any
                20
                consecutive trading days ending not more than five Business Days
                before
                such date; provided that the weighted average trading price shall
                be
                determined by dividing the aggregate sale price of all Common Shares
                sold
                on the said exchange or market, as the case may be, during the said
                20
                consecutive trading days by the total number of Common Shares so
                sold; and
                provided further that if the Common Shares are not then listed on
                any
                Canadian or U.S. stock exchange or traded in the over-the-counter
                market,
                then the Current Market Price shall be determined by a firm of independent
                chartered accountants selected by the
                Directors;

            


    

     

    
      
        
        

      

      
        2.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (k)

            	
              "Director"
                means a director of the Corporation for the time being, and, unless
                otherwise specified herein, reference to "action by the Directors"
                means
                action by the directors of the Corporation as a board or, whenever
                empowered, action by any committee of the directors of the
                Corporation;

            


    

     

    
      	 	
              (l)

            	
              "Dividends
                Paid In The Ordinary Course" means dividends paid in any financial
                year of
                the Corporation, whether in (i) cash, (ii) shares of the Corporation,
                (iii) warrants or similar rights to purchase any shares of the Corporation
                or property or other assets of the Corporation at a purchase or exercise
                price of at least 110% of the fair market value of the shares or
                property
                or other assets purchasable as of the date of distribution of such
                warrants or similar rights, or (iv) property or other assets of the
                Corporation, as the case may be, as determined by action by the Directors
                except that, in the case of warrants or similar rights to purchase
                Common
                Shares or securities convertible into or exchangeable for Common
                Shares
                such fair market value of the warrants or similar rights shall be
                equal to
                the number of Common Shares which may be purchased thereby (or the
                number
                of Common Shares issuable upon conversion or exchange) as of the
                date of
                distribution of such warrants or similar rights, multiplied by the
                Current
                Market Price of the Common Shares on the date of such distribution,
                provided that the value of such dividends does not in such financial
                year
                in the aggregate exceed the greater
                of

            


    

     

    
      	 	
              (i)

            	
              200%
                of the aggregate amount of dividends paid by the Corporation on the
                Common
                Shares in the 12 month period ending immediately prior to the first
                day of
                such financial year, and

            


    

     

    
      	 	
              (ii)

            	
              100%
                of the consolidated net earnings from continuing operations of the
                Corporation, before any extraordinary items, for the 12-month period
                ending immediately prior to the first day of such financial year
                (such
                consolidated net earnings from continuing operations to be computed
                in
                accordance with generally accepted accounting principles in
                Canada);

            


    

     

    
      	 	
              (m)

            	
              "Effective
                Date" means the closing date of the Offering;


            


    

     

    
      	 	
              (n)

            	
              "Exercise
                Date" with respect to any Warrant means the date on which such Warrant
                is
                surrendered for exercise in accordance with the provisions of article
                four
                hereof; 

            


    

     

    
      	 	
              (o)

            	
              "Exercise
                Price" means $.65 per Common Share, unless such amount shall have
                been
                adjusted pursuant to the provisions of article five hereof in which
                case
                such term shall mean the adjusted price in effect at the applicable
                time;

            


    

     

    
      	 	
              (p)

            	
              "Expiry
                Date" means the date which is 36 months from the Effective
                Date;

            


    

     

    
      
        
        

      

      
        3.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (q)

            	
              "Extraordinary
                Resolution" means, subject as hereinafter provided in sections
                9.12, 9.15
                and 9.16
                hereof, a motion proposed at a meeting of Warrantholders called for
                that
                purpose and held in accordance with the provisions of article nine
                hereof
                at which there are present in person or represented by proxy
                Warrantholders holding in the aggregate at least 25% of the total
                number
                of Warrants then outstanding as of the date of the meeting and passed
                by
                the affirmative votes of Warrantholders who hold in the aggregate not less
                than 662⁄3 of the aggregate number of Warrants represented at the meeting
                and voted on such motion;

            


    

     

    
      	 	
              (r)

            	
              "Final
                Prospectus" means the final prospectus or prospectuses of the Corporation
                which qualifies the distribution of the Warrants and other securities
                of
                the Corporation in the Qualifying
                Jurisdictions;

            


    

     

    
      	 	
              (s)

            	
              "Passport
                System" means the process for prospectus reviews in multiple jurisdictions
                system established under National Policy
                11-202;

            


    

     

    
      	 	
              (t)

            	
              "Original
                Purchaser" means the Person who purchased the Warrant from the
                Corporation;

            


    

     

    
      	 	
              (u)

            	
              "Original
                U.S. Purchaser" means a U.S. Person or a Person in the United States
                who
                purchased Warrants forming part of the Units from the
                Corporation;

            


    

     

    
      	 	
              (v)

            	
              "Person"
                means an individual, corporation, partnership, trust or any unincorporated
                organization; 

            


    

     

    
      	 	
              (w)

            	
              "Qualification
                Date" means the date on which the Ontario Securities Commission,
                as the
                principal regulator under National Policy 11-202 and the Passport
                System,
                issues a decision document evidencing that each of the Securities
                Commissions has issued a receipt for the Final
                Prospectus;

            


    

     

    
      	 	
              (x)

            	
              "Qualifying
                Jurisdictions" means those provinces of Canada and states of the
                United
                States where purchasers of Units of the Corporation are located and
                any
                other jurisdiction in Canada or the United States in which the Corporation
                is required to file the Final Prospectus pursuant to an agency agreement
                between the Corporation and the agents, or
                otherwise;

            


    

     

    
      	 	
              (y)

            	
              "Regulation
                S" means Regulation S under the U.S. Securities
                Act;

            


    

     

    
      	 	
              (z)

            	
              "Rights
                Offering" means any of the events described in
                subsection 5.01(b) hereof;
                

            


    

     

    
      	 	
              (aa)

            	
              "Rights
                Period" means any period determined for the purposes of
                subsection 5.01(b) hereof;

            


    

     

    
      	 	
              (bb)

            	
              "Securities
                Commissions" means the securities regulatory authorities of the Qualifying
                Jurisdictions collectively, as the case may
                be;

            


    

     

    
      	 	
              (cc)

            	
              "Shareholder"
                means a holder of record of one or more Common
                Shares;

            


    

     

    
      	 	
              (dd)

            	
              "Special
                Distribution" means any of the events described in
                subsection 5.01(c) hereof;

            


    

     

    
      	 	
              (ee)

            	
              "Subsidiary"
                means a corporation, of which voting securities carrying a majority
                of the
                votes attached to all outstanding voting securities, directly or
                indirectly, are owned by the Corporation, by the Corporation and
                one or
                more subsidiaries thereof, or by one or more of the subsidiaries
                of the
                Corporation, and, as used in this definition, "voting securities"
                means
                securities, other than debt securities, carrying the right to elect
                directors either under all circumstances or under some circumstances
                that
                have occurred and are continuing;

            


    

     

    
      
        
        

      

      
        4.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ff)

            	
              "Time
                of Expiry" means 5:00 p.m., Toronto time, on the Expiry Date;
                

            


    

     

    
      	 	
              (gg)

            	
              "Trading
                Day" with respect to a stock exchange means a day on which such stock
                exchange is open for business and with respect to the over-the-counter
                market means a day on which shares may be traded through the facilities
                of
                such over-the-counter market;

            


    

     

    
      	 	
              (hh)

            	
              "Transfer
                Agent" means the transfer agent for the time being of the Common
                Shares;

            


    

     

    
      	 	
              (ii)

            	
              "United
                States" or “U.S.” means the "United States" as that term is defined in
                Regulation S;

            


    

     

    
      	 	
              (jj)

            	
              "U.S.
                Person" means a "U.S. person" as that term is defined in Regulation
                S;

            


    

     

    
      	 	
              (kk)

            	
              "U.S.
                Securities Act" means the United States Securities Act of 1933, as
                amended;

            


    

     

    
      	 	
              (ll)

            	
              "Warrant
                Agent" means CIBC Mellon Trust Company, or the successor thereof
                for the
                time being of the duties and obligations hereby
                created;

            


    

     

    
      	 	
              (mm)

            	
              "Warrant
                Certificates" means the certificates substantially in the form set
                forth
                in Schedule A attached hereto, representing the Warrants issued and
                countersigned hereunder and for the time being
                outstanding;

            


    

     

    
      	 	
              (nn)

            	
              "Warrantholders"
                or "holders" without reference to Common Shares means the persons
                for the
                time being who are registered holders of Warrant
                Certificates;

            


    

     

    
      	 	
              (oo)

            	
              "Warrantholders’
                Request" means an instrument signed in one or more counterparts by
                Warrantholders holding not less than 25% of the Warrants then unexercised
                and outstanding, requesting the Warrant Agent to take some action
                or
                proceeding specified therein; 

            


    

     

    
      	 	
              (pp)

            	
              "Warrants"
                means the warrants issued hereunder, each one of which will entitle
                the
                holder thereof to purchase one Common Share for an exercise price
                of $.65
                at any time up to the Time of Expiry, subject to adjustment in accordance
                with article five hereof; and

            


    

     

    
      	 	
              (qq)

            	
              "Written
                Direction of the Corporation", "Written Request of the Corporation",
                "Written Consent of the Corporation" and "Certificate of the Corporation"
                mean respectively a written order, request, consent or certificate
                signed
                in the name of the Corporation by its Chief Executive Officer, President,
                a Vice-President or a Director and, in addition, by its Secretary
                or a
                Director, and may consist of one or more instruments so
                executed.

            


    

     

    Section
      1.02 Number
      and Gender:

     

    Unless
      herein otherwise expressly provided or unless the context otherwise requires,
      words importing the singular include the plural and vice versa and words
      importing the masculine include the feminine and neuter genders.

     

    
      
        
        

      

      
        5.

        
          

        

      

      
        
        

      

       

    

    Section
      1.03 Interpretation
      not Affected by Headings:

     

    The
      division of this Indenture into articles, sections, subsections, paragraphs
      and
      subparagraphs, the provision of the table of contents and the insertion of
      headings are for convenience of reference only and shall not affect the
      construction or interpretation of this Indenture.

     

    Section
      1.04 Day
      Not a BusinessDay:

     

    If
      the
      day on or before which any action that would otherwise be required to be taken
      hereunder is not a Business Day in the place where the action is required to
      be
      taken, that action will be required to be taken on or before the requisite
      time
      on the next succeeding day that is a Business Day.

     

    Section
      1.05 Currency:

     

    All
      references to currency herein and in the Warrant Certificates are to lawful
      money of Canada unless otherwise specified herein. 

     

    Section
      1.06 Applicable
      Law:

     

    This
      Indenture, the Warrant Certificates and the Warrants represented by the Warrant
      Certificates shall be governed by and performed, construed and enforced in
      accordance with the laws of the Province of Ontario and the federal laws of
      Canada applicable therein.

     

    Section
      1.07 References
      to this Indenture:

     

    The
      words
      and phrases "this Warrant Indenture", "this Indenture", "herein", "hereby",
      "hereof" and similar expressions mean or refer to this indenture and any
      indenture, deed or instrument supplemental hereto and the words "article",
      "section", "subsection", "paragraph" and "subparagraph" followed by a number
      mean and refer to the specified article, section, subsection, paragraph or
      subparagraphs of this Indenture

     

    Section
      1.08 Schedule:

     

    The
      following schedule is attached to, forms part of and shall be deemed to be
      incorporated into this Indenture.

    


    
      	
              Schedule

            	
              Title

            
	
              A

            	
              Form
                of Warrant Certificate

            


    

     

    
      
        
        

      

      
        6.

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      TWO

    ISSUE
      AND FORM OF WARRANTS

     

    Section
      2.01 Issue
      and Form of Warrants:

     

    
      	 	
              (a)

            	
              Authorization
                of Warrants:
                The Warrants authorized to be issued hereunder are limited in respect
                of
                the aggregate number of Common Shares which can be subscribed for
                and
                purchased pursuant thereto, and Warrants may be issued only upon
                and
                subject to the terms and conditions hereinafter set forth. The Corporation
                is hereby authorized to issue up to 42,600,000 Warrants entitling the
                holders thereof to subscribe for and purchase up to an aggregate
                of 42,600,000 Common Shares together with such additional
                indeterminate number of Common Shares as may be required to be issued
                pursuant to any adjustment required to be made by the provisions
                of
                article five hereof, and such Warrants are hereby authorized to be
                issued.

            


    

     

    
      	 	
              (b)

            	
              Form
                of Warrant Certificate:
                Upon the issue of the Warrants, Warrant Certificates shall be executed
                by
                the Corporation and delivered to the Warrant Agent, countersigned
                by the
                Warrant Agent upon the Written Direction of the Corporation and delivered
                by the Warrant Agent to the Corporation or to the order of the Corporation
                pursuant to a Written Direction of the Corporation, without any further
                act of or formality on the part of the Corporation. The Warrant
                Certificates shall be substantially in the form of the certificate
                attached hereto as schedule A, shall be dated as of the date of issue
                thereof (including all replacements issued in accordance with this
                Indenture) and may bear a facsimile of the seal of the Corporation
                and
                such distinguishing letters and numbers as the Corporation may, with
                the
                approval of the Warrant Agent, prescribe. Irrespective of any adjustments
                required to be made by the provisions of article five hereof, all
                replacement Warrant Certificates shall continue to express the number
                of
                Common Shares purchasable upon the exercise of the Warrants represented
                thereby and the Exercise Price as if such Warrant Certificates were
                issued
                as of the initial date of issue thereof pursuant
                hereto.

            


    

     

    Section
      2.02 Terms
      and Delivery of Warrants:

     

    
      	 	
              (a)

            	
              Terms:
                Each one Warrant issued hereunder shall entitle the holder thereof
                to
                subscribe for and purchase one Common Share at the Exercise Price
                at any
                time after the date of issue thereof until the Time of Expiry, subject
                to
                any adjustments required to be made pursuant to article five hereof.
                

            


    

     

    
      	 	
              (b)

            	
              Delivery
                of Warrant Certificates:
                Warrant Certificates in definitive form representing the Warrants
                authorized to be issued in paragraph section
                2.01(a) hereof
                shall be created and executed by the Corporation, shall be countersigned
                by the Warrant Agent and shall be delivered by the Warrant
                Agent.

            


    

     

    
      	 	
              (c)

            	
              Adjustment:
                The Exercise Price and the number of Common Shares which can be subscribed
                for and purchased pursuant to the Warrants shall be adjusted in the
                events
                and in the manner specified in article five
                hereof.

            


    

     

    
      	 	
              (d)

            	
              No
                Fractional Warrants:
                No Warrant Certificate representing a fractional Warrant shall be
                issued
                or otherwise provided for, and a holder of a Warrant Certificate
                shall not
                be entitled to subscribe for or purchase a fractional Common Share
                or be
                entitled to any cash or other consideration such holder might otherwise
                be
                entitled to based upon the holding of such Warrant Certificate. If
                the
                number of Warrants to which a Warrantholder would otherwise be entitled
                is
                not a whole number, then the number of Warrants to be issued to such
                Warrantholder shall be rounded down to the next whole number and
                the
                Warrantholder shall not be entitled to any compensation in respect
                of such
                fractional Warrant.

            


    

     

    
      
        
        

      

      
        7.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              Splits,
                Combinations:
                Subject to section 2.07
                hereof, the number of Warrants represented by any Warrant Certificate
                or
                any Warrant Certificates may be split, combined or exchanged for
                a Warrant
                Certificate or Warrant Certificates representing the same number
                of
                Warrants in the aggregate.

            


    

     

    
      	 	
              (f)

            	
              Issue
                of Common Shares:
                Subject to 4.04
                hereof, the Corporation shall issue Common Shares upon the exercise
                of
                Warrants in accordance with the provisions
                hereof.

            


    

     

    Section
      2.03 Warrantholder
      not a Shareholder:

     

    Nothing
      in this Indenture nor in the holding of a Warrant represented by a Warrant
      Certificate, or otherwise, shall be construed as conferring upon a Warrantholder
      any right or interest whatsoever as a Shareholder including, but not limited
      to,
      the right to vote at, to receive notice of, or to attend, meetings of
      Shareholders or any other proceedings of the Corporation or the right to receive
      dividends or other distributions.

     

    Section
      2.04 Signing
      of Warrant Certificate:

     

    Warrant
      Certificates shall be signed by (a) the Chairman, the President, the Chief
      Executive Officer or any Vice-President of the Corporation and by (b) the
      Secretary, the Chief Financial Officer or the Controller of the Corporation
      and
      may, but need not be, under the seal of the Corporation or a reproduction
      thereof (which shall be deemed to be the seal of the Corporation). The
      signatures of such officers may be mechanically reproduced in facsimile and
      Warrant Certificates bearing such facsimile signatures shall be binding upon
      the
      Corporation as if they had been manually signed by such officers.
      Notwithstanding that any of the persons whose manual or facsimile signature
      appears on any Warrant Certificate as one of such officers may no longer hold
      office at the date of such Warrant Certificate or at the date of the
      countersigning or delivery thereof, any Warrant Certificate signed as aforesaid
      and countersigned by the Warrant Agent shall be valid and binding upon the
      Corporation and the holder thereof shall be entitled to the benefits of this
      Indenture.

     

    Section
      2.05 Countersignature
      by the Warrant Agent:

     

    
      	 	
              (a)

            	
              Countersignature:
                No Warrant Certificate shall be issued or, if issued, shall be valid
                for
                any purpose or entitle the holder to the benefits hereof until it
                has been
                countersigned by the Warrant Agent by means of a manual signature
                of one
                or more of its authorized officers, substantially in the form of
                the
                countersignature contained on the Warrant Certificate or in some
                other
                form approved by the Corporation and the Warrant Agent and such
                countersignature by the Warrant Agent upon any Warrant Certificate
                shall
                be conclusive evidence as against the Corporation that the Warrant
                Certificate so countersigned has been issued hereunder and that the
                holder
                thereof is entitled to the benefits
                hereof.

            


    

     

    
      	 	
              (b)

            	
              No
                Representation:
                The countersignature by the Warrant Agent on Warrant Certificates
                issued
                hereunder shall not be construed as a representation or warranty
                by the
                Warrant Agent as to the validity of this Indenture or of the Warrant
                Certificate (except the due countersignature thereof) or as to the
                performance by the Corporation of its obligations under this Indenture
                and
                the Warrant Agent shall in no respect be liable or answerable for
                the use
                made of the Warrant Certificates or any of them or of the consideration
                therefor, except as otherwise specified
                herein.

            


    

     

    
      
        
        

      

      
        8.

        
          

        

      

      
        
        

      

       

    

    Section
      2.06 Issue
      in Substitution for Lost Warrant Certificate:

     

    
      	 	
              (a)

            	
              Substitution:
                In case any Warrant Certificate issued and countersigned hereunder
                shall
                become mutilated, lost, destroyed or stolen, the Corporation, subject
                to
                applicable law, shall issue and thereupon the Warrant Agent shall
                countersign and deliver a new certificate for the same class of Warrants
                and of like date and tenor, and bearing the same legend, if any,
                as the
                one mutilated, lost, destroyed or stolen (i) in exchange for and
                in place
                of and upon cancellation of such mutilated certificate, or (ii) in
                lieu of
                and in substitution for such lost, destroyed or stolen certificate
                and the
                substituted certificate shall be in a form approved by the Warrant
                Agent
                and shall be entitled to the benefit hereof and shall rank equally
                in
                accordance with its terms with all Warrants of the same class either
                issued or to be issued hereunder.

            


    

     

    
      	 	
              (b)

            	
              Issue
                of New Warrant Certificates:
                The applicant for the issue of a new Warrant Certificate pursuant
                to
                subsection 2.06(a)
                hereof shall bear the cost of the issue thereof and in case of loss,
                destruction or theft shall, as a condition precedent to the issue
                thereof,
                furnish to the Corporation and to the Warrant Agent such evidence
                of
                ownership and of the loss, destruction or theft, as the case may
                be, of
                the certificate so lost, destroyed or stolen as shall be satisfactory
                to
                the Corporation and to the Warrant Agent each in their discretion,
                acting
                reasonably, and such applicant shall also be required to furnish
                an
                indemnity and a surety bond in amount and form satisfactory to the
                Corporation and the Warrant Agent each in their discretion, acting
                reasonably, to save each of them harmless, and shall pay the reasonable
                expenses, charges and any taxes applicable thereto of the Corporation
                and
                the Warrant Agent in connection
                therewith.

            


    

     

    Section
      2.07 Exchange
      of Warrant Certificates:

     

    
      	 	
              (a)

            	
              Exchange:
                Warrant Certificates issued and countersigned hereunder representing
                any
                specified number of Warrants to subscribe for and purchase Common
                Shares
                may, upon compliance with the reasonable requirements of the Warrant
                Agent, be exchanged for Warrant Certificates representing in the
                aggregate
                the same number of Warrants and entitling the holder thereof to subscribe
                for and purchase an equal aggregate number of Common Shares at the
                same
                Exercise Price and on the same terms as the Warrant Certificates
                so
                exchanged.

            


    

     

    
      	 	
              (b)

            	
              Places
                of Exchange:
                Warrant Certificates may be exchanged at the principal office of
                the
                Warrant Agent in the City of Toronto, Ontario, or at any other place
                that
                is designated by the Corporation with the approval of the Warrant
                Agent.
                Any Warrant Certificate tendered for exchange shall be surrendered
                to the
                Warrant Agent and cancelled by the Warrant Agent. The Corporation
                shall
                sign and the Warrant Agent shall countersign all Warrant Certificates
                necessary to carry out such
                exchanges.

            


    

     

    
      	 	
              (c)

            	
              Charges
                for Exchange:
                For each Warrant Certificate exchanged, the Warrant Agent, except
                as
                otherwise herein provided, shall, if required by the Corporation,
                charge
                the Warrantholder a reasonable amount for each new Warrant Certificate
                issued. Payment for any and all taxes or governmental or other charges
                required to be paid shall be made by the Warrantholder requesting
                such
                exchange, as a condition precedent
                thereto.

            


    

     

    
      
        
        

      

      
        9.

        
          

        

      

      
        
        

      

    

     

    Section
      2.08 Registration
      and Transfer of Warrants:

     

    
      	 	
              (a)

            	
              Register:
                The Corporation will cause to be kept by the Warrant Agent at the
                principal office in Toronto, Ontario, of the Warrant
                Agent:

            


    

     

    
      	 	
              (i)

            	
              a
                register of holders in which shall be entered in alphabetical order
                the
                names and addresses of the holders of Warrants and particulars of
                the
                Warrants held by them; and

            


    

     

    
      	 	
              (ii)

            	
              a
                register of transfers in which all transfers of Warrants and the
                date and
                other particulars of each such transfer shall be
                entered.

            


    

     

    
      	 	
              (b)

            	
              Valid
                Transfers:
                No transfer of any Warrant will be valid unless entered on the appropriate
                register of transfers referred to in subsection 2.08(g)
                hereof, or on any branch registers maintained pursuant to
                subsection 2.08(g) hereof,
                upon surrender to the Warrant Agent of the Warrant Certificate
                representing such Warrant, duly endorsed by, or accompanied by a
                written
                instrument of transfer in form satisfactory to the Warrant Agent
                executed
                by the registered holder or his executors, administrators or other
                legal
                representatives or his or their attorney duly appointed by an instrument
                in writing in form and executed satisfactory to the Warrant Agent,
                and,
                upon compliance with such requirements and such other reasonable
                requirements as the Warrant Agent and the Corporation may prescribe,
                such
                transfer will be recorded on the appropriate register of transfers
                by the
                Warrant Agent.

            


    

     

    
      	 	
              (c)

            	
              Register
                of Transfers:
                The transferee of any Warrant will, after surrender to the Warrant
                Agent
                of the Warrant Certificate representing such Warrant as required
                by
                subsection 2.08(b) hereof
                and upon compliance with all other conditions in respect thereof
                required
                by this Indenture or by law, be entitled to be entered on the appropriate
                register of holders referred to in subsection 2.08(a)
                hereof, or on any branch registers of holders maintained pursuant
                to
                subsection 2.08(g) hereof,
                as the owner of such Warrant free from all equities or rights of
                set-off
                or counterclaim between the Corporation and the transferor or any
                previous
                holder of such Warrant, except in respect of equities of which the
                Corporation is required to take notice by statute or by order of
                a court
                of competent jurisdiction.

            


    

     

    
      	 	
              (d)

            	
              Refusal
                of Registration:
                The Corporation will be entitled, and may direct the Warrant Agent,
                to
                refuse to recognize any transfer, or enter the name of any transferee,
                of
                any Warrant on the registers referred to in subsection 2.08(a) hereof,
                or on any branch registers maintained pursuant to
                subsection 2.08(g) hereof,
                if such transfer would constitute a violation of the securities laws
                of
                any jurisdiction or the rules, regulations or policies of any regulatory
                authority having jurisdiction.
                No
                duty shall rest with the Warrant Agent to determine compliance of
                the
                transferor or the transferee with applicable securities laws. The
                Warrant
                Agent shall be entitled to assume that all transfers are legal and
                proper.

            


    

     

    
      	 	
              (e)

            	
              No
                Notice of Trusts:
                Subject to applicable law, neither the Corporation nor the Warrant
                Agent
                will be bound to take notice of or see to the execution of any trust,
                whether express, implied or constructive, in respect of any Warrant,
                and
                may transfer any Warrant on the direction of the person registered
                as the
                holder thereof, whether named as trustee or otherwise, as though
                that
                person were the beneficial owner
                thereof.

            


    

     

    
      
        
        

      

      
        10.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (f)

            	
              Inspection:
                The registers referred to in subsection 2.08(a) hereof,
                and any branch registers maintained pursuant to
                subsection 2.08(g) hereof,
                will at all reasonable times be open for inspection by the Corporation
                and
                any Warrantholder. The Warrant Agent will from time to time when
                requested
                to do so in writing by the Corporation or any Warrantholder (upon
                payment
                of the reasonable charges of the Warrant Agent), furnish the Corporation
                or such Warrantholder with a list of the names and addresses of holders
                of
                Warrants (in the case of a Warrantholder of the same class as such
                Warrantholder) entered on such registers and showing the number of
                Warrants (in the case of a Warrantholder of the same class as such
                Warrantholder) held by each such holder
                thereof.

            


    

     

    
      	 	
              (g)

            	
              Location
                of Registers:
                The Corporation may at any time and from time to time change the
                place at
                which the registers referred to in subsection 2.08(a) hereof
                are kept, cause branch registers of holders or transfers to be kept
                at
                other places and close such branch registers or change the place
                at which
                such branch registers are kept, in each case subject to the approval
                of
                the Warrant Agent. Notice of all such changes or closures shall be
                given
                by the Corporation to the Warrant Agent and to holders of Warrants
                in
                accordance with article twelve
                hereof.

            


    

     

    
      	 	
              (h)

            	
              Reliance
                by Warrant Agent:
                The Warrant Agent shall have no obligation to ensure or verify compliance
                with any Applicable Legislation or regulatory requirements on the
                issue,
                exercise or transfer of any Warrants or any Common Shares or other
                securities issued upon the exercise of any Warrants. The Warrant
                Agent
                shall be entitled to process all preferred transfers and exercises
                of
                Warrants upon the presumption that such transfers or exercises are
                permissible pursuant to all Applicable Legislation and regulatory
                requirements and the terms of the Indenture and the related Warrant
                Certificates in the absence of prima
                facie
                evidence or instructions from the Corporation to the contrary. The
                Warrant
                Agent may assume for the purposes of this Indenture that the address
                on
                the register of Warrantholders of any Warrantholder is the actual
                address
                of such Warrantholder and is also determinative of the residency
                of such
                Warrantholder and that the address of any transferee to whom any
                Warrants
                or Common Shares or other securities issuable upon the exercise of
                any
                Warrants are to be registered, as shown on the transfer document,
                is the
                actual address of the transferee and is also determinative of the
                residency of the transferee.

            


    

     

    Section
      2.09 Ownership
      of Warrants:

     

    
      	 	
              (a)

            	
              Owner:
                The Corporation and the Warrant Agent may deem and treat the person
                in
                whose name any Warrant is registered as the absolute owner of such
                Warrant
                for all purposes, and such person will for all purposes of this Indenture
                be and be deemed to be the absolute owner thereof, and the Corporation
                and
                the Warrant Agent will not be affected by any notice or knowledge
                to the
                contrary except as required by statute or by order of a court of
                competent
                jurisdiction.

            


    

     

    
      	 	
              (b)

            	
              Rights
                of Registered Holder:
                The registered holder of any Warrant will be entitled to the rights
                evidenced thereby free from all equities and rights of set-off or
                counterclaim between the Corporation and the original or any intermediate
                holder thereof and all persons may act accordingly, and the issue
                and
                delivery to any such registered holder of the Common Shares issuable
                pursuant thereto will be a good discharge to the Corporation and
                the
                Warrant Agent therefor and neither the Corporation nor the Warrant
                Agent
                will be bound to inquire into the title of any such registered
                holder.

            


    

     

    
      
        
        

      

      
        11.

        
          

        

      

      
        
        

      

    

     

    Section
      2.10 Warrants
      to Rank Pari Passu:

     

    All
      Warrants shall rank pari passu, whatever may be the actual date of issue of
      any
      Warrants.

     

    ARTICLE
      THREE

    DISTRIBUTION
      OF WARRANT CERTIFICATES

     

    Section
      3.01 Warrant
      Certificates:

     

    Warrant
      Certificates, issuable only in registered form, will be issued and mailed or
      delivered to the holders of Warrants upon the exchange thereof in accordance
      with the terms thereof. 

     

    ARTICLE
      FOUR

    EXERCISE
      OF WARRANTS

     

    Section
      4.01 Method
      of Exercise of Warrants:

     

    
      	 	
              (a)

            	
              Exercise:
                Subject to compliance with the other terms of this Warrant Indenture,
                the
                holder of any Warrant may exercise the right thereby conferred on
                such
                holder to subscribe for and purchase Common Shares by surrendering,
                after
                the date of issue of the Warrant but prior to the Time of Expiry,
                to the
                Warrant Agent at the place specified in subsection 4.01(c) hereof
                or any other place or places that may be designated by the Corporation
                with the approval of the Warrant
                Agent:

            


    

     

    
      	 	
              (i)

            	
              the
                Warrant Certificate, with a properly completed and executed subscription
                form in substantially the form contained on the Warrant Certificate;
                and 

            


    

     

    
      	 	
              (ii)

            	
              a
                certified cheque, bank draft or money order in lawful money of Canada
                payable to or to the order of the Warrant Agent at par in the city
                where
                such Warrant Certificate is surrendered for exercise, in an amount
                equal
                to the product obtained by multiplying the Exercise Price by the
                number of
                Common Shares subscribed for pursuant to such Warrant
                Certificate.

            


    

     

    A
      Warrant
      Certificate with the duly completed and executed subscription form referred
      to
      in paragraph 4.01(a)(i) above,
      together with the certified cheque, bank draft or money order referred to in
      paragraph 4.01(a)(ii)
      above,
      shall be deemed to be surrendered only upon delivery thereof or, if sent by
      mail
      or other means of transmission, upon receipt thereof, in each case at the office
      of the Warrant Agent provided for in subsection 4.01(c)
      hereof
      or any such other place designated by the Corporation with the approval of
      the
      Warrant Agent. 

     

    
      	 	
              (b)

            	
              Subscription
                Form Completion:
                Any subscription form referred to in subsection 4.01(a)
                hereof shall be signed by the Warrantholder, or his executors,
                administrators or other legal representatives or his or their attorney
                duly appointed by an instrument in writing in form and executed in
                a
                manner satisfactory to the Warrant Agent, acting reasonably, and
                shall
                specify (A) the number of Common Shares which the holder desires
                to
                subscribe for and purchase, such number being not more than the number
                which the holder is entitled to subscribe for and purchase pursuant
                to the
                Warrant Certificate surrendered, (B) the person or persons in whose
                name
                or names such Common Shares or Warrants are to be issued, (C) the
                address
                or addresses of such person or persons, or the office of the Warrant
                Agent
                at which the Warrant Certificate was surrendered and where the
                certificates representing such Common Shares are to be sent, and
                (D) the
                number of Common Shares to be issued to each such person if more
                than one
                is so specified. If any of the Common Shares subscribed for are to
                be
                issued to a person or persons other than the Warrantholder, the signatures
                set out in the subscription form shall be guaranteed by a Canadian
                chartered bank or by medallion signature guarantee from a member
                of a
                recognized Signature Medallion Guarantee Program and the Warrantholder
                shall pay to the Warrant Agent all applicable transfer or similar
                taxes,
                if any, and, the Corporation and the Warrant Agent shall not be required
                to issue or deliver certificates representing Common Shares unless
                or
                until such Warrantholder shall have paid to the Warrant Agent the
                amount
                of such tax, if any, or shall have established to the satisfaction
                of the
                Warrant Agent that such tax has been paid or that no tax is
                due.

            


    

     

    
      
        
        

      

      
        12.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              Places
                for Exercise:
                The Corporation has designated the Warrant Agent, at its principal
                office
                in the City of Toronto, Ontario, as the place at which the Warrants
                may be
                exercised. The Corporation will give notice to the Warrantholders
                pursuant
                to article twelve hereof of the location of any other place appointed
                by
                the Corporation and approved by the Warrant Agent and of the change
                in the
                location of any new or existing place where Warrants may be
                exercised.

            


    

     

    
      	 	
              (d)

            	
              Accounting
                to Corporation:
                The Warrant Agent shall as soon as practicable account to the Corporation
                with respect to Warrants exercised. All such monies, and any securities
                or
                other instruments, from time to time received by the Warrant Agent
                shall
                be received in trust for, and shall be segregated and kept apart
                by the
                Warrant Agent in trust for, the Corporation. Within three Business
                Days of
                receipt thereof the Warrant Agent shall forward to the Corporation
                (or to
                an account or accounts of the Corporation with a bank or trust company
                designated in writing by the Corporation for that purpose) all monies
                received through the exercise of Warrants pursuant to this article
                four.
                In the event that any of the funds provided to the Warrant Agent
                hereunder
                are received by it in the form of an uncertified cheque or bank draft,
                the
                Warrant Agent shall be entitled to delay the time for release of
                such
                funds and the related Common Shares until such uncertified cheque
                or bank
                draft has cleared the financial institution upon which the same is
                drawn.
                The forwarding of a cheque or the sending of funds by wire transfer
                by the
                Warrant Agent to the Company will satisfy and discharge the liability
                of
                any amounts due to the extent of the sum represented thereby unless
                such
                cheque is not honoured on presentation, provided that in the event
                of the
                non-receipt of such cheque by the payee, or the loss or destruction
                thereof, the Warrant Agent, upon being furnished with reasonable
                evidence
                of such non-receipt, loss or destruction and indemnity reasonable
                satisfactory to it, will issue to such payee a replacement cheque
                for the
                amount of such cheque.

            


    

     

    
      	 	
              (e)

            	
              Record
                of Exercise:
                The Warrant Agent shall record the particulars of the Warrants exercised
                for Common Shares which particulars shall include the names and addresses
                of the persons who become holders of Common Shares, if any, on exercise,
                the number of Common Shares issued, the Exercise Date and the Exercise
                Price. Within three Business Days of each Exercise Date, the Warrant
                Agent
                shall provide such particulars in writing to the Corporation.
                

            


    

     

    Section
      4.02 Effect
      of Exercise of Warrants:

     

    
      	 	
              (a)

            	
              Effect
                of Exercise:
                Upon compliance by the holder of any Warrant Certificate with the
                provisions of section 4.01
                hereof, but subject to the provisions of subsection 4.03(b)
                hereof, the number of Common Shares subscribed for and purchased
                shall be
                deemed to have been issued and the person or persons to whom such
                Common
                Shares are to be issued shall be deemed to have become the holder
                or
                holders of record of such Common Shares on the Exercise Date thereof
                unless the transfer books of the Corporation shall be closed on such
                date,
                in which case the Common Shares subscribed for and purchased shall
                be
                deemed to have been issued, and such person or persons shall be deemed
                to
                have become the holder or holders of record of such Common Shares
                on the
                date on which such transfer books are reopened but such Common Shares
                shall be issued at the Exercise Price in effect on the Exercise
                Date.

            


    

     

    
      
        
        

      

      
        13.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Issue
                of Share Certificates:
                As soon as practicable, and in any event no later than the third
                Business
                Day on which the transfer books of the Corporation have been opened
                after
                the exercise of a Warrant as aforesaid, the Corporation shall forthwith
                (A) cause to be mailed to the person or persons in whose name or
                names the
                Common Shares so subscribed for and purchased are to be issued, as
                specified in the subscription completed on the Warrant Certificate,
                at the
                address specified in such subscription form, or (B) if specified
                in such
                subscription form, cause to be delivered to such person or persons
                at the
                office of the Warrant Agent where such Warrant Certificate was
                surrendered, a certificate or certificates representing the appropriate
                number of Common Shares to which the Warrantholder is entitled and
                elected
                to subscribe for and purchase pursuant to the Warrant Certificate
                surrendered to the Warrant Agent.

            


    

     

    Section
      4.03 Subscription
      for Less thanEntitlement:

     

    
      	 	
              (a)

            	
              Exercise
                for Less Than Maximum:
                The holder of any Warrant Certificate may subscribe for and purchase
                a
                number of Common Shares less than the maximum number which the holder
                is
                entitled to subscribe for and purchase pursuant to the surrendered
                Warrant
                Certificate, provided that in no event shall fractional Common Shares
                be
                issued in connection with the exercise of Warrants. In such event,
                the
                holder thereof upon exercise thereof shall, in addition, be entitled
                to
                receive a new Warrant Certificate complying with section 2.02
                hereof in respect of the balance of the Common Shares which such
                holder
                was entitled to subscribe for and purchase and which were not then
                subscribed for and purchased.

            


    

     

    
      	 	
              (b)

            	
              No
                Fractional Common Shares:
                Notwithstanding any adjustment provided for in article five hereof
                or
                otherwise, the Corporation shall not be required upon the exercise
                of a
                Warrant to issue fractions of Common Shares or to distribute certificates
                which evidence fractional Common Shares. If the number of Common
                Shares to
                which a Warrantholder would otherwise be entitled upon the exercise
                of a
                Warrant is not a whole number then, subject to 4.04
                hereof, the number of Common Shares to be issued shall be rounded
                down to
                the next whole number and the holder of such Warrant Certificate
                shall not
                be entitled to any compensation in respect of any fractional Common
                Share.

            


    

     

    
      
        
        

      

      
        14.

        
          

        

      

      
        
        

      

    

     

    Section
      4.04 Warrant
      Certificates for Fractions of Common Shares:

     

    To
      the
      extent that the holder of a Warrant Certificate is entitled to receive on the
      exercise or partial exercise thereof a fraction of a Common Share, such right
      may only be exercised in respect of such fraction in combination with another
      Warrant Certificate which in the aggregate entitles the Warrantholder to receive
      a whole number of Common Shares. 

     

    Section
      4.05 Expiration
      of Warrants:

     

    After
      the
      Time of Expiry all rights under any Warrant in respect of which the right of
      subscription and purchase therein and herein provided shall not theretofore
      have
      been exercised shall wholly cease and terminate and such Warrant shall be void,
      of no force or effect and of no value whatsoever. 

     

    ARTICLE
      FIVE

    ADJUSTMENTS

     

    
      	Section
              5.01	
              Adjustment
                of Exercise Price and Number of Common Shares Purchasable Upon
                

              Exercise:

            


    

     

    The
      Exercise Price and the number of Common Shares purchasable upon the exercise
      of
      the Warrants shall be subject to adjustment from time to time in the events
      and
      in the manner provided in the following subsections: 

     

    
      	 	
              (a)

            	
              Stock
                Dividend; Distribution of Common Shares; Subdivision;
                Consolidation:
                If at any time after the date hereof but prior to the Expiry Date,
                the
                Corporation shall: 

            


    

     

    
      	 	
              (i)

            	
              fix
                a record date for the issue of, or issue, Common Shares or securities
                exchangeable for or convertible into Common Shares to the holders
                of all
                or substantially all of the outstanding Common Shares by way of a
                stock
                dividend or otherwise, other than as a Dividend Paid In The Ordinary
                Course, 

            


    

     

    
      	 	
              (ii)

            	
              fix
                a record date for the distribution to, or make a distribution to,
                the
                holders of all or substantially all of the outstanding Common Shares
                payable in Common Shares or securities exchangeable for or convertible
                into Common Shares, other than as a Dividend Paid In The Ordinary
                Course,

            


    

     

    
      	 	
              (iii)

            	
              subdivide,
                redivide or change the outstanding Common Shares into a greater number
                of
                Common Shares, or 

            


    

     

    
      	 	
              (iv)

            	
              consolidate,
                reduce or combine the outstanding Common Shares into a lesser number
                of
                Common Shares, 

            


    

     

    (any
      of
      such events in paragraphs 5.01(a)(i),
      (ii), (iii)
      and (iv)
      above
      being herein called a "Common Share Reorganization"), the Exercise Price shall
      be adjusted on the earlier of the record date on which holders of Common Shares
      are determined for the purposes of the Common Share Reorganization and the
      effective date of the Common Share Reorganization to the amount determined
      by
      multiplying the Exercise Price in effect immediately prior to such record date
      or effective date, as the case may be, by a fraction:

     

    
      
        
        

      

      
        15.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              A.

            	
              the
                numerator of which shall be the number of Common Shares outstanding
                on
                such record date or effective date, as the case may be, before giving
                effect to such Common Share Reorganization;
                and

            


    

     

    
      	 	
              B.

            	
              the
                denominator of which shall be the number of Common Shares which will
                be
                outstanding immediately after giving effect to such Common Share
                Reorganization (including in the case of a distribution of securities
                exchangeable for or convertible into Common Shares the number of
                Common
                Shares that would have been outstanding had such securities been
                exchanged
                for or converted into Common Shares on such
                date).

            


    

     

    To
      the
      extent that any adjustment in the Exercise Price occurs pursuant to this
      subsection 5.01(a)
      as a
      result of the fixing by the Corporation of a record date for the distribution
      of
      securities exchangeable for or convertible into Common Shares, the Exercise
      Price shall be readjusted immediately after the expiry of any relevant exchange
      or conversion right to the Exercise Price which would then be in effect based
      upon the number of Common Shares actually issued and remaining issuable after
      such expiry and shall be further readjusted in such manner upon the expiry
      of
      any further such right. Any Warrantholder who has not exercised his right to
      subscribe for and purchase Common Shares on or prior to the record date of
      such
      stock dividend or distribution or the effective date of such subdivision or
      consolidation, as the case may be, upon the exercise of such right thereafter
      shall be entitled to receive and shall accept in lieu of the number of Common
      Shares then subscribed for and purchased by such Warrantholder, at the Exercise
      Price determined in accordance with this subsection 5.01(a)
      the
      aggregate number of Common Shares that such Warrantholder would have been
      entitled to receive as a result of such Common Share Reorganization, if, on
      such
      record date or effective date, as the case may be, such Warrantholder had been
      the holder of record of the number of Common Shares so subscribed for and
      purchased.  

     

    
      	 	
              (b)

            	
              Issue
                of Rights, Options or Warrants:
                If at any time after the date hereof but prior to the Expiry Date,
                the
                Corporation shall fix a record date for the issue or distribution
                to the
                holders of all or substantially all of the outstanding Common Shares
                of
                rights, options or warrants pursuant to which such holders are entitled,
                during a period expiring not more than forty-five days after the
                record
                date for such issue (such period being the "Rights Period"), to subscribe
                for or purchase Common Shares or securities exchangeable for or
                convertible into Common Shares at a price per share to the holder
                (or in
                the case of securities exchangeable for or convertible into Common
                Shares,
                at an exchange or conversion price per share) at the date of issue
                of such
                securities of less than 95% of the Current Market Price of the Common
                Shares on such record date (any of such events being called a "Rights
                Offering"), the Exercise Price shall be adjusted effective immediately
                after the record date for such Rights Offering to the amount determined
                by
                multiplying the Exercise Price in effect on such record date by a
                fraction: 

            


    

     

    
      	 	
              (i)

            	
              the
                numerator of which shall be the aggregate
                of

            


    

     

    
      	 	
              A.

            	
              the
                number of Common Shares outstanding on the record date for the Rights
                Offering, and

            


    

     

    
      
        
        

      

      
        16.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              B.

            	
              the
                quotient determined by dividing

            


    

     

    
      	 	
              I.

            	
              either
                (a) the product of the number of Common Shares offered during the
                Rights
                Period pursuant to the Rights Offering and the price at which such
                Common
                Shares are offered, or, (b) the product of the exchange or conversion
                price of the securities so offered and the number of Common Shares
                for or
                into which the securities offered pursuant to the Rights Offering
                may be
                exchanged or converted, as the case may be, by


            


    

     

    
      	 	
              II.

            	
              the
                Current Market Price of the Common Shares as of the record date for
                the
                Rights Offering; and

            


    

     

    
      	 	
              (ii)

            	
              the
                denominator of which shall be the aggregate of the number of Common
                Shares
                outstanding on such record date and the number of Common Shares offered
                pursuant to the Rights Offering (including in the case of the issue
                or
                distribution of securities exchangeable for or convertible into Common
                Shares the number of Common Shares for or into which such securities
                may
                be exchanged or converted).

            


    

     

    
      	 	
              (c)

            	
              Special
                Distributions:
                If at any time after the date hereof but prior to the Expiry Date,
                the
                Corporation shall fix a record date for the payment, issue or distribution
                to the holders of all or substantially all of the outstanding Common
                Shares of:

            


    

     

    
      	 	
              (i)

            	
              shares
                of the Corporation or any other corporation of any class other than
                Common
                Shares;

            


    

     

    
      	 	
              (ii)

            	
              rights,
                options or warrants to acquire Common Shares or securities exchangeable
                for or convertible into Common Shares (other than rights, options
                or
                warrants pursuant to which holders of Common Shares are entitled,
                during a
                period expiring not more than forty-five days after the record date
                for
                such issue, to subscribe for or purchase Common Shares or securities
                exchangeable for or convertible into Common Shares at a price per
                share
                (or in the case of securities exchangeable for or convertible into
                Common
                Shares at an exchange or conversion price per share) at the date
                of issue
                of such securities to the holder of at least 95% of the Current Market
                Price of the Common Shares on such record
                date);

            


    

     

    
      	 	
              (iii)

            	
              evidences
                of indebtedness of the Corporation;
                or

            


    

     

    
      	 	
              (iv)

            	
              cash
                or any property or assets of the
                Corporation;

            


    

     

    
      	 	
              (v)

            	
              and
                if such issue or distribution does not constitute a Dividend Paid
                In The
                Ordinary Course, a
                Common Share Reorganization or a Rights Offering (any of such non-excluded
                events being herein called a "Special Distribution"), the Exercise
                Price
                shall be adjusted effective immediately after the record date for
                the
                Special Distribution to the amount determined by multiplying the
                Exercise
                Price in effect on the record date for the Special Distribution by
                a
                fraction:

            


    

     

    
      	 	
              A.

            	
              the
                numerator of which shall be the difference
                between

            


    

     

    
      
        
        

      

      
        17.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              I.

            	
              the
                product of the number of Common Shares outstanding on such record
                date and
                the Current Market Price of the Common Shares on such record date,
                and

            


    

     

    
      	 	
              II.

            	
              the
                fair market value, as determined in good faith by the Directors (whose
                determination shall be conclusive, subject to the prior written consent,
                if required, of any stock exchange on which the Common Shares are
                then
                listed), of such dividend, cash, securities, rights, options, warrants,
                evidences of indebtedness or property or assets to be issued or
                distributed in the Special Distribution,
                and

            


    

     

    
      	 	
              B.

            	
              the
                denominator of which shall be the product obtained by multiplying
                the
                number of Common Shares outstanding on such record date by the Current
                Market Price of the Common Shares on such record
                date.

            


    

     

    Any
      Common Shares owned by or held for the account of the Corporation shall be
      deemed not to be outstanding for the purpose of such calculation. To the extent
      that any adjustment in the Exercise Price occurs pursuant to this
      subsection 5.01(c)
      as a
      result of the fixing by the Corporation of a record date for the issue or
      distribution of rights, options or warrants to acquire Common Shares or
      securities exchangeable for or convertible into Common Shares referred to in
      this subsection 5.01(c),
      the
      Exercise Price shall be readjusted immediately after the expiry of any relevant
      exercise, exchange or conversion right to the amount which would then be in
      effect based upon the number of Common Shares issued and remaining issuable
      after such expiry and shall be further readjusted in such manner upon the expiry
      of any further such right.

     

    
      	 	
              (d)

            	
              Reclassification
                of Common Shares; Consolidation; Amalgamation; Merger:
                If
                at any time after the date hereof but prior to the Expiry Date there
                shall
                occur:

            


    

     

    
      	 	
              (i)

            	
              a
                reclassification or redesignation of the Common Shares, a change
                of the
                Common Shares into other shares or securities or any other capital
                reorganization involving the Common Shares other than a Common Share
                Reorganization;

            


    

     

    
      	 	
              (ii)

            	
              a
                consolidation, arrangement, amalgamation, merger or other form of
                business
                combination of the Corporation with or into another body corporate
                which
                results in a reclassification or redesignation of the Common Shares
                or a
                change of the Common Shares into other shares or
                securities;

            


    

     

    
      	 	
              (iii)

            	
              the
                transfer, sale or conveyance of the undertaking or assets of the
                Corporation as an entirety or substantially as an entirety to another
                corporation or entity;

            


    

     

    (any
      of
      such events being called a "Capital Reorganization"), after the effective date
      of the Capital Reorganization the Warrantholder shall be entitled to receive,
      and shall accept, for the same aggregate consideration, upon exercise of the
      Warrants, in lieu of the number of Common Shares to which the Warrantholder
      was
      theretofor entitled upon the exercise of the Warrants, the kind and aggregate
      number of shares and other securities or property resulting from the Capital
      Reorganization which the Warrantholder would have been entitled to receive
      as a
      result of the Capital Reorganization if, on the effective date thereof, the
      Warrantholder had been the registered holder of the number of Common Shares
      which the Warrantholder was theretofor entitled to purchase or receive upon
      the
      exercise of the Warrants. If necessary, as a result of any such Capital
      Reorganization, appropriate adjustments shall be made in the application of
      the
      provisions of this Warrant Indenture with respect to the rights and interests
      thereafter of the Warrantholder to the end that the provisions shall thereafter
      correspondingly be made applicable as nearly as may reasonably be possible
      in
      relation to any shares or other securities or property thereafter deliverable
      upon the exercise of the Warrants. Any such adjustments shall be made by and
      set
      forth in an indenture supplemental hereto approved by action by the Directors
      and shall for all purposes be conclusively deemed to be an appropriate
      adjustment.

     

    
      
        
        

      

      
        18.

        
          

        

      

      
        
        

      

       

    

    
      	 	
              (e)

            	
              If
                at any time after the date hereof but prior to the Expiry Date any
                adjustment or readjustment in the Exercise Price shall occur pursuant
                to
                the provisions of subsections 5.01(a), 5.01(b)
                or 5.01(c)
                of
                this Indenture, then the number of Common Shares purchasable upon
                the
                subsequent exercise of Warrants shall be simultaneously adjusted
                or
                readjusted, as the case may be, by multiplying the number of Common
                Shares
                purchasable upon the exercise of Warrants immediately prior to such
                adjustment or readjustment by a fraction which shall be the reciprocal
                of
                the fraction used in the adjustment or readjustment of the Exercise
                Price.

            


    

     

    
      	Section
              5.02	
              Rules
                Regarding Calculation of Adjustment of Exercise Price and Number
                of
                

              Common
                Shares Purchasable Upon Exercise:

            


    

     

    For
      the
      purposes of section 5.01
      hereof
      the following subsections shall apply:

     

    
      	 	
              (a)

            	
              Successive
                Adjustments:
                Any adjustment made pursuant to section 5.01
                hereof shall be cumulative and made successively whenever an event
                referred to therein shall occur, subject to the following subsections
                of
                this section 5.02.

            


    

     

    
      	 	
              (b)

            	
              Minimum
                Adjustments:
                No adjustment in the Exercise Price shall be required unless such
                adjustment would result in a change of at least 1% in the Exercise
                Price
                and no adjustment shall be made in the number of Common Shares purchasable
                upon exercise of a Warrant unless it would result in a change of
                at least
                one one-hundredth of a Common Share; provided, however, that any
                adjustments which, except for the provisions of this subsection
                5.02(b),
                would otherwise have been required to be made, shall be carried forward
                and taken into account in any subsequent adjustment, and provided
                further
                that in no event shall the Corporation be obligated to issue fractional
                Common Shares upon exercise of
                Warrants.

            


    

     

    
      	 	
              (c)

            	
              Mutatis
                Mutandis
                Adjustment:
                Subject to the prior written consent of the Toronto Stock Exchange,
                no
                adjustment in the Exercise Price or in the number or kind of securities
                purchasable upon exercise of a Warrant shall be made in respect of
                any
                event described in section 5.01
                hereof if Warrantholders are entitled to participate in such event
                on the
                same terms mutatis
                mutandis
                as
                if Warrantholders had exercised their Warrants prior to or on the
                effective date or record date, as the case may be, of such
                event.

            


    

     

    
      	 	
              (d)

            	
              No
                Adjustment for Certain Events:
                No adjustment in the Exercise Price or in the number of Common Shares
                purchasable upon the exercise of Warrants shall be made pursuant
                to
                section 5.01
                hereof in respect of the issue from time to time of Common Shares
                pursuant
                to this Indenture or pursuant to any stock option, stock purchase
                or stock
                bonus plan in effect from time to time for directors, officers, employees
                or consultants of the Corporation and/or any Subsidiary of the Corporation
                and any such issue, and any grant of options in connection therewith,
                shall be deemed not to be a Common Share Reorganization, a Rights
                Offering
                nor any other event described in section 5.01
                hereof.

            


    

     

    
      
        
        

      

      
        19.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              Other
                Actions:
                If at any time after the Effective Date but prior to the Expiry Date
                the
                Corporation shall take any action affecting the Common Shares, other
                than
                an action described in section 5.01 hereof, which in the opinion
                of the
                Directors
                would have a material adverse effect upon
                the rights of Warrantholders, either or both the Exercise Price and
                the
                number of Common Shares purchasable upon exercise of Warrants shall
                be
                adjusted in such manner and at such time by action by the Directors,
                in
                their sole discretion, but subject to the prior written consent of
                the
                Toronto Stock Exchange, as may be equitable in the circumstances.
                Failure
                of the taking of action by the Directors so as to provide for an
                adjustment prior to the effective date of any action by the Corporation
                affecting the Common Shares shall be deemed to be conclusive evidence
                that
                the Directors have determined that it is equitable to make no adjustment
                in the circumstances.

            


    

     

    
      	 	
              (f)

            	
              Abandonment
                of Event:
                If the Corporation shall set a record date to determine the holders
                of
                Common Shares for the purpose of entitling such holders to receive
                any
                dividend or distribution or any subscription or purchase rights and
                shall,
                thereafter and before the distribution to such Shareholders of any
                such
                dividend, distribution or subscription or purchase rights, legally
                abandon
                its plan to pay or deliver such dividend, distribution or subscription
                or
                purchase rights, then no adjustment in the Exercise Price or the
                number of
                Common Shares purchasable upon exercise of any Warrant shall be required
                by reason of the setting of such record
                date.

            


    

     

    
      	 	
              (g)

            	
              Deemed
                Record Date:
                In the absence of a resolution of the Directors fixing a record date
                for a
                Common Share Reorganization, a Rights Offering or a Special Distribution,
                the Corporation shall be deemed to have fixed as the record date
                therefor
                the earlier of the date on which holders of record of Common Shares
                are
                determined for the purpose of participating in the Common Share
                Reorganization, Rights Offering or Special Distribution and the date
                on
                which the Common Share Reorganization, Rights Offering or Special
                Distribution becomes effective.

            


    

     

    
      	 	
              (h)

            	
              Disputes:
                If a dispute shall at any time arise with respect to adjustments
                of the
                Exercise Price or the number of Common Shares purchasable upon exercise
                of
                Warrants, such disputes shall be conclusively determined by the
                Corporation’s Auditors or if they are unable or unwilling to act, by such
                other firm of independent chartered accountants as may be selected
                by
                action by the Directors and acceptable to the Warrant Agent and any
                such
                determination shall be conclusive evidence of the correctness of
                any
                adjustment made under section 5.01
                hereof and shall be binding upon the Corporation, the Warrant Agent
                and
                the Warrantholders.

            


    

     

    
      	 	
              (i)

            	
              Corporate
                Affairs:
                As a condition precedent to the taking of any action which would
                require
                any adjustment in any of the subscription rights pursuant to the
                Warrants,
                including the Exercise Price and the number or class of shares or
                other
                securities which are to be received upon the exercise thereof, the
                Corporation shall use its best efforts to take any action which may,
                in
                the opinion of Counsel, be necessary in order that the Corporation
                may
                validly and legally issue as fully paid and non-assessable all the
                shares
                or other securities which all holders of Warrants are entitled to
                receive
                in accordance with the provisions
                thereof.

            


    

     

    
      
        
        

      

      
        20.

        
          

        

      

      
        
        

      

       

    

    Section
      5.03 Postponement
      of Subscription:

     

    In
      any
      case in which this article five shall require that an adjustment shall be
      effective immediately after a record date for an event referred to herein,
      the
      Corporation may defer, until the occurrence of such event:

     

    
      	 	
              (a)

            	
              issuing
                to the holder of any Warrant, to the extent that Warrants are exercised
                after such record date and before the occurrence of such event, the
                additional Common Shares or other securities issuable upon such exercise
                by reason of the adjustment required by such event;
                and

            


    

     

    
      	 	
              (b)

            	
              delivering
                to such holder any distribution declared with respect to such additional
                Common Shares or other securities after such exercise date and before
                such
                event;

            


    

     

    provided,
      however, that the Corporation shall deliver to such holder an appropriate
      instrument evidencing the right of such holder upon the occurrence of the event
      requiring the adjustment, to an adjustment in the Exercise Price or the number
      of Common Shares purchasable on the exercise of any Warrant and to such
      distributions declared with respect to any additional Common Shares issuable
      on
      the exercise of any Warrant.

     

    
      	Section
              5.04	
              Notice
                of Adjustment of Exercise Price and Number of Common Shares
                

              Purchasable
                Upon Exercise:

            


    

     

    
      	 	
              (a)

            	
              Notice
                of Effective or Record Date:
                At least ten days prior to the effective date or record date, as
                the case
                may be, of any event which requires or might require an adjustment
                in any
                of the subscription rights pursuant to any of the Warrants, including
                the
                Exercise Price and the number of Common Shares which are purchasable
                upon
                the exercise thereof, the Corporation
                shall:

            


    

     

    
      	 	
              (i)

            	
              file
                with the Warrant Agent a Certificate of the Corporation specifying
                the
                particulars of such event to the extent then known including, if
                determinable, the required adjustment and the computation of such
                adjustment; and

            


    

     

    
      	 	
              (ii)

            	
              give
                notice to the Warrantholders in the manner provided for in article
                twelve
                hereof of the particulars of such event to the extent then known
                including, if determinable, the required
                adjustment.

            


    

     

    
      	 	
              (b)

            	
              Adjustment
                Not Determinable:
                In case any adjustment for which a notice pursuant to
                subsection 5.04(a)
                hereof has been given is not then determinable, the Corporation shall
                promptly after such adjustment is
                determinable:

            


    

     

    
      	 	
              (i)

            	
              file
                with the Warrant Agent a computation of such adjustment;
                and

            


    

     

    
      	 	
              (ii)

            	
              give
                notice to the Warrantholders in the manner provided for in article
                twelve
                hereof of the adjustment.

            


    

     

    Where
      a
      notice pursuant to this subsection 5.04(b)
      has been
      given, the Warrant Agent shall be entitled to act and rely on any adjustment
      calculation of the Corporation or of the auditors of the
      Corporation.

     

    
      	 	
              (c)

            	
              Duty
                of Warrant Agent:
                Subject to subsection 11.02(a)
                hereof, the Warrant Agent shall
                not:

            


    

     

    
      
        
        

      

      
        21.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              at
                any time be under any duty or responsibility to any Warrantholder
                to
                determine whether any facts exist which may require any adjustment
                in the
                Exercise Price or number of Common Shares issuable upon the exercise
                of
                the Warrants, or with respect to the nature or extent of any such
                adjustment when made, or with respect to the method employed in making
                such adjustment;

            


    

     

    
      	 	
              (ii)

            	
              be
                accountable with respect to the validity or value (or the kind or
                amount)
                of any Common Shares or of any shares or other securities or property
                which may at any time be issued or delivered upon the exercise of
                any
                Warrant; or 

            


    

     

    
      	 	
              (iii)

            	
              be
                responsible for any failure of the Corporation to make any cash payment
                or
                to issue, transfer or deliver Common Shares or share certificates
                upon the
                surrender of any Warrants for the purpose of exercise, or to comply
                with
                any of the covenants contained in this section 5.04.

            


    

     

    ARTICLE
      SIX

    PURCHASES
      BY THE CORPORATION

     

    Section
      6.01 Optional
      Purchases by the Corporation:

     

    Subject
      to applicable law, the Corporation may from time to time purchase Warrants
      in
      the open market, by private agreement or otherwise. Any such purchase may be
      made in such manner, from such persons, at such prices and on such terms as
      the
      Corporation in its sole discretion may determine.

     

    Section
      6.02 Surrender
      of Warrant Certificates:

     

    Warrant
      Certificates representing Warrants purchased pursuant to
      section 6.01
      hereof
      shall be surrendered to the Warrant Agent for cancellation and shall be
      accompanied by a direction of the Corporation to cancel the Warrants represented
      thereby.

     

    ARTICLE
      SEVEN

    COVENANTS
      OF THE CORPORATION

     

    Section
      7.01 General
      Covenants of the Corporation:

     

    The
      Corporation covenants with the Warrant Agent for the benefit of the Warrant
      Agent and the Warrantholders that so long as any Warrants remain outstanding:
      

     

    
      	 	
              (a)

            	
              the
                Corporation will at all times maintain its corporate existence, will
                carry
                on and conduct its business in a proper, efficient and business-like
                manner and in accordance with good business practice and cause to
                be kept
                proper books of account in accordance with generally accepted accounting
                practices;

            


    

     

    
      	 	
              (b)

            	
              the
                Corporation will cause certificates representing the Common Shares,
                if
                any, from time to time subscribed and paid for pursuant to the exercise
                of
                Warrants to be issued and delivered in accordance with the terms
                hereof;

            


    

     

    
      	 	
              (c)

            	
              all
                Common Shares which are issued upon exercise of the right to subscribe
                for
                and purchase provided for herein, upon payment of the Exercise Price
                herein provided for, shall be fully paid and non-assessable
                shares;

            


    

     

    
      
        
        

      

      
        22.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              the
                Corporation will reserve and keep available a sufficient number of
                Common
                Shares for the purpose of enabling the Corporation to satisfy its
                obligations to issue Common Shares upon the exercise of the Warrants,
                and
                all Warrants shall, when countersigned and registered as provided
                herein,
                be valid and enforceable against the
                Corporation;

            


    

     

    
      	 	
              (e)

            	
              the
                Corporation will give to the Warrantholders, in the manner provided
                in
                article twelve hereof, and to the Warrant Agent, notice of its intention
                to fix a record date, or effective date, as the case may be, for
                any event
                referred to in section 5.01
                hereof which may give rise to an adjustment in the Exercise Price
                or in
                the number of Common Shares purchasable upon the exercise of Warrants
                and,
                in each case, such notice shall specify the particulars of such event
                and
                the record date, or the effective date, for such event; provided
                that the
                Corporation shall only be required to specify in such notice such
                particulars of such event as shall have been fixed and determined
                on the
                date on which such notice is given, and such notice shall be given
                in each
                case not less than ten days prior to the applicable record date or
                effective date, as the case may be;

            


    

     

    
      	 	
              (f)

            	
              the
                Corporation will not close its transfer books nor take any other
                action
                which might deprive a Warrantholder of the opportunity of exercising
                the
                right of purchase pursuant to the Warrants held by such person during
                the
                period of ten days after the giving of a notice required by this
                section 7.01
                or
                unduly restrict such opportunity;

            


    

     

    
      	 	
              (g)

            	
              the
                Corporation will, at all times, use commercially reasonable efforts
                to
                preserve and maintain its status as (i) a "reporting issuer" or the
                equivalent thereof not in default under securities legislation of
                the
                Qualifying Jurisdictions and (ii) a registrant required to file periodic
                reports under the U.S. Securities Exchange Act of 1934, as
                amended;

            


    

     

    
      	 	
              (h)

            	
              the
                Corporation will use commercially reasonable efforts to maintain
                a listing
                of the Common Shares on the Toronto Stock Exchange and the American
                Stock
                Exchange;

            


    

     

    
      	 	
              (i)

            	
              if
                the Corporation is a party to any transaction in which the Corporation
                is
                not the continuing corporation, the Corporation shall use commercially
                reasonable efforts to obtain all consents which may be necessary
                or
                appropriate under Canadian and American law to enable the continuing
                corporation to give effect to the Warrants;
                and

            


    

     

    
      	 	
              (j)

            	
              generally,
                the Corporation will use commercially reasonable efforts to well
                and truly
                perform and carry out all of the acts or things to be done by the
                Corporation as provided in this
                Indenture.

            


    

     

    Section
      7.02 Registration
      of Common Shares under United States Securities Laws

     

    
      	 	
              (a)

            	
              The
                Corporation covenants that so long as any Warrants remain outstanding
                and
                the Common Shares underlying such Warrants require registration with
                or
                approval of any United States governmental authority under any United
                States federal or state law before such Common Shares may be issued
                upon
                exercise of Warrants, the Corporation shall use its best efforts
                to cause
                such Common Shares to be duly registered, or approved, as the case
                may be,
                and take all such action in anticipation of and prior to the exercise
                of
                the Warrants, including, without limitation, filing any and all
                post-effective amendments to the Corporation’s registration statement on
                Form S-3 (Registration No. 333-150431), or filing a new registration
                statement (any such registration statement, a “Registration Statement”),
                such that holders that exercise Warrants will receive Common Shares
                that
                are not “restricted securities” within the meaning of Rule 144 under the
                U.S. Securities Act. Notwithstanding the
                foregoing,

            


    

     

    
      
        
        

      

      
        23.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              the
                Corporation may suspend the availability of a Registration Statement
                upon
                written notice to the Warrant Agent and the Warrantholders (which
                notice
                shall be accompanied by an instruction to suspend the use of any
                related
                prospectus) if (1) an event occurs and is continuing that, in the
                Corporation’s good faith judgment, would require the Corporation to make
                changes in the Registration Statement or the related prospectus in
                order
                that the Registration Statement or the related prospectus does not
                contain
                an untrue statement of a material fact or omit to state a material
                fact
                required to be stated therein or necessary to make the statements
                therein
                (in the case of the related prospectus, in light of the circumstances
                under which they were made) not misleading; or (2) the Corporation
                reasonably determines that the disclosure of such event at such time
                would
                have a material adverse effect on the business of the Corporation
                and its
                subsidiaries, taken as a whole (a “Material Event Suspension Period”);
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                Corporation may suspend the exercise of the Warrants if the Registration
                Statement ceases to be effective or the SEC has not declared effective
                a
                newly filed Registration Statement (an “SEC Suspension Period” and,
                together with a “Material Event Suspension Period”, “Suspension
                Periods”),

            


    

     

    provided,
      that any such Suspension Period shall not exceed thirty (30) consecutive days
      in
      any 90-day period and shall not exceed sixty (60) days, in the aggregate, in
      any
      365-day period.

     

    
      	 	
              (b)

            	
              Notwithstanding
                anything to the contrary contained in this Agreement, if any Suspension
                Period continues past the Expiry Date, all outstanding Warrants shall
                continue to be exercisable for a period commencing at the time of
                the
                termination of such Suspension Period and ending on the tenth Business
                Day
                immediately following the expiration of such Suspension
                Period.

            


    

     

    Section
      7.03 Warrant
      Agent’s Remuneration and Expenses:

     

    The
      Corporation covenants that it will pay to the Warrant Agent from time to time
      reasonable remuneration for its services hereunder and the Corporation will
      pay
      or reimburse the Warrant Agent upon its request for all reasonable expenses,
      disbursements and advances incurred or made by the Warrant Agent in the
      administration or execution of its duties hereunder (including the reasonable
      compensation and the disbursements of its counsel and all other advisers not
      regularly in its employ) both before any default hereunder and thereafter until
      all duties of the Warrant Agent hereunder shall be finally and fully performed,
      except any such expense, disbursement or advance as may arise out of or result
      from the Warrant Agent’s own grossly negligent action, grossly negligent failure
      to act, wilful misconduct or bad faith.

     

    
      
        
        

      

      
        24.

        
          

        

      

      
        
        

      

       

    

    Section
      7.04 Notice
      of Issue in Canada:

     

    The
      Corporation will give written notice of the issue of Common Shares pursuant
      to
      the exercise of any Warrants, in such detail as may be required, to each
      securities commission or similar regulatory authority in each jurisdiction
      in
      Canada in which there is legislation or regulations requiring the giving of
      any
      such notice in order that such issue of Common Shares and the subsequent
      disposition of the Common Shares so issued will not be subject to the prospectus
      requirements, if any, of such legislation or regulations.

     

    Section
      7.05 Performance
      of Covenants by Warrant Agent:

     

    If
      the
      Corporation shall fail to perform any of its covenants contained in this
      Indenture, the Warrant Agent may notify the Warrantholders of such failure
      on
      the part of the Corporation or may itself perform any of the said covenants
      capable of being performed by it, but shall be under no obligation to do so
      or
      to notify the Warrantholders that it is so doing. All amounts so expended or
      advanced by the Warrant Agent shall be repayable upon request of the Warrant
      Agent as provided in section 7.02
      hereof.
      No such performance or advance by the Warrant Agent shall be deemed to relieve
      the Corporation of any default hereunder.

     

    ARTICLE
      EIGHT

    ENFORCEMENT

     

    Section
      8.01 Suits
      by Warrantholders:

     

    All
      or
      any of the rights conferred upon the holder of any Warrant Certificate by the
      terms of such Warrant Certificate or the provisions of this Indenture may be
      enforced by the holder of such Warrant Certificate by appropriate legal
      proceedings but without prejudice to the right which is hereby conferred upon
      the Warrant Agent to proceed in its own name to enforce each and all of the
      provisions herein contained for the benefit of the Warrantholder.

     

    Section
      8.02 Immunity
      of Shareholders:

     

    By
      the
      acceptance of the Warrant Certificate, Warrantholders and the Warrant Agent
      hereby waive and release any right, cause of action or remedy now or hereafter
      existing in any jurisdiction against any past, present or future incorporator,
      shareholder, director, officer, employee or agent of the Corporation for the
      issue of Common Shares pursuant to the exercise of any Warrant.

     

    Section
      8.03 Limitation
      of Liability:

     

    The
      obligations hereunder are not personally binding upon, nor shall resort
      hereunder be had to, the private property of any of the past, present or future
      officers, Directors or shareholders of the Corporation or of any successor
      corporation or to any of the past, present or future officers, Directors,
      employees or agents of the Corporation or any successor corporation, but only
      the property of the Corporation or any successor corporation shall be bound
      in
      respect hereof.

     

    ARTICLE
      NINE

    MEETINGS
      OF WARRANTHOLDERS

     

    Section
      9.01 Right
      to Convene Meetings:

     

    The
      Warrant Agent may at any time and from time to time and shall on receipt of
      a
      Written Request of the Corporation or of a Warrantholders’ Request and upon
      receiving sufficient funds and being indemnified to its reasonable satisfaction
      by the Corporation or by the Warrantholders signing such Warrantholders’
Request, as the case may be, against the costs which may be incurred by the
      Warrant Agent in connection with the calling and holding of such meeting,
      convene a meeting of the Warrantholders. In the event of the Warrant Agent
      failing within 15 days after receipt of such written request by the Corporation
      or of a Warrantholders’ Request and of the required funds and indemnity as
      aforesaid to give notice to convene a meeting, the Corporation or such
      Warrantholders, as the case may be, may convene such meeting. Every such meeting
      shall be held in the City of Toronto, Ontario, or at such other place as may
      be
      approved or determined by the Warrant Agent.

     

    
      
        
        

      

      
        25.

        
          

        

      

      
        
        

      

       

    

    Section
      9.02 Notice:

     

    At
      least
      21 days’ notice of any meeting of Warrantholders shall be given to the
      Warrantholders in the manner provided in article twelve hereof and a copy
      thereof shall be sent by prepaid mail to the Warrant Agent unless the meeting
      has been called by it and to the Corporation unless the meeting has been called
      by it. Such notice shall state the time when and the place where the meeting
      is
      to be held and shall state briefly the general nature of the business to be
      transacted thereat. It shall not be necessary for any such notice to set out
      the
      terms of any resolution to be proposed or any of the provisions of this article
      nine. The notice convening any such meeting may be signed by an appropriate
      officer of the Warrant Agent or of the Corporation or the person or persons
      designated by the Warrantholders signing such Warrantholders’ Request, as the
      case may be.

     

    Section
      9.03 Chairman:

     

    An
      individual (who need not be a Warrantholder) nominated in writing by the Warrant
      Agent shall be chairman of the meeting and if no individual is so nominated,
      or
      if the individual so nominated is not present within 15 minutes from the time
      fixed for the holding of the meeting, or if such person is unable or unwilling
      to act as chairman, the Warrantholders present in person or by proxy shall
      choose some individual to be chairman.

     

    Section
      9.04 Quorum:

     

    Subject
      to the provisions of section 9.12
      hereof,
      at any meeting of the Warrantholders a quorum shall consist of Warrantholders
      present in person or by proxy holding at least 25% of the aggregate number
      Warrants outstanding as of the date of the meeting, provided that at least
      two
      persons entitled to vote thereat (including proxyholders) are personally
      present. If a quorum of the Warrantholders shall not be present within 30
      minutes from the time fixed for holding any meeting, the meeting, if summoned
      by
      the Warrantholders or on a Warrantholders’ Request, shall be dissolved, but in
      any other case the meeting shall be adjourned to the same day in the next
      following week (unless such day is not a Business Day in which case it shall
      be
      adjourned to the next following Business Day thereafter) at the same time and
      place. At the adjourned meeting the Warrantholders present in person or by
      proxy
      shall form a quorum and may transact the business for which the meeting was
      originally called notwithstanding that they may not hold at least 25% of the
      aggregate number of Warrants then outstanding.

     

    Section
      9.05 Power
      to Adjourn:

     

    Subject
      to the provisions of section 9.04
      hereof,
      the chairman of any meeting at which a quorum of the Warrantholders is present
      may, with the consent of the meeting, adjourn any such meeting and no notice
      of
      such adjournment need be given except such notice, if any, as the meeting may
      prescribe.

     

    
      
        
        

      

      
        26.

        
          

        

      

      
        
        

      

       

    

    Section
      9.06 Show
      of Hands:

     

    Every
      question submitted to a meeting shall be decided in the first place by a
      majority of the votes given on a show of hands except that votes on
      Extraordinary Resolutions shall be given in the manner hereinafter provided.
      At
      any such meeting, unless a poll is demanded as herein provided, a declaration
      by
      the chairman that a resolution has been carried or carried unanimously or by
      a
      particular majority or lost or not carried by a particular majority shall be
      conclusive evidence of such fact. Any Warrantholder present in person or by
      proxy can demand a poll at any meeting in accordance with the provisions of
      section 9.07
      hereof.

     

    Section
      9.07 Poll:

     

    On
      every
      Extraordinary Resolution, and on any other question submitted to a meeting
      and
      after a vote by show of hands in respect of such question if requested by the
      chairman or by one of or more of the Warrantholders acting in person or by
      proxy, a poll shall be taken in such manner as the chairman shall direct.
      Questions other than Extraordinary Resolutions shall be decided by a majority
      of
      the votes cast on the poll.

     

    Section
      9.08 Voting:

     

    On
      a show
      of hands every person who is present and entitled to vote, whether as a
      Warrantholder or as a proxy for one or more absent Warrantholders or both,
      shall
      have one vote. On a poll, each Warrantholder present in person or represented
      by
      a proxy appointed by instrument in writing shall be entitled to one vote in
      respect of each one Warrant held by him. A proxy need not be a Warrantholder.
      The chairman of any meeting shall be entitled both on a show of hands and on
      a
      poll to vote in respect of the Warrants, if any, held or represented by
      him.

     

    Section
      9.09 Regulations:

     

    The
      Warrant Agent or the Corporation with the approval of the Warrant Agent may
      from
      time to time make regulations and from time to time vary such regulations as
      it
      shall from time to time think fit:

     

    
      	 	
              (a)

            	
              for
                the deposit of instruments appointing proxies at such place and time
                as
                the Warrant Agent, the Corporation or the Warrantholder calling the
                meeting, as the case may be, may direct in the notice calling the
                meeting;

            


    

     

    
      	 	
              (b)

            	
              for
                the deposit of instruments appointing proxies at some approved place
                or
                places other than the place at which the meeting is to be held and
                enabling particulars of such instruments appointing proxies to be
                mailed,
                cabled or telecopied before the meeting to the Corporation or to
                the
                Warrant Agent at the place where the same is to be held and for the
                voting
                of proxies so deposited as though the instruments themselves were
                produced
                at the meeting; 

            


    

     

    
      	 	
              (c)

            	
              for
                the form of the instrument appointing a proxy, the manner in which
                it may
                be executed and verification of the authority of a person who executes
                it
                on behalf of a Warrantholder; and

            


    

     

    
      	 	
              (d)

            	
              generally
                for the calling of meetings of Warrantholders and the conduct of
                business
                thereat. 

            


    

     

    
      
        
        

      

      
        27.

        
          

        

      

      
        
        

      

       

    

    Any
      regulations so made shall be binding and effective and the votes given in
      accordance therewith shall be valid and shall be counted. Save as such
      regulations may provide, the only persons who shall be recognized at any meeting
      as the holders of any Warrant Certificates, or as entitled to vote or be present
      at the meeting in respect thereof, shall be registered holders of Warrant
      Certificates or proxies thereof.

     

    Section
      9.10 Corporation
      and Warrant Agent may be Represented:

     

    The
      Corporation and the Warrant Agent, by their respective employees, officers
      or
      directors, and the legal and financial advisers of the Corporation and the
      Warrant Agent, may attend any meeting of the Warrantholders, but shall have
      no
      vote as such.

     

    Section
      9.11 Powers
      Exercisable by Extraordinary Resolution:

     

    In
      addition to all other powers conferred upon them by any other provision of
      this
      Indenture or by law, the Warrantholders at a meeting shall have the following
      powers exercisable from time to time by Extraordinary Resolution:

     

    
      	 	
              (a)

            	
              power
                to consent and agree with the Corporation to any modification, abrogation,
                alteration, compromise or arrangement of the rights of Warrantholders
                or,
                with the reasonable consent of the Warrant Agent, of the Warrant
                Agent (in
                its capacity as warrant agent hereunder or on behalf of the
                Warrantholders), whether such rights arise under this Indenture or
                the
                Warrant Certificates or otherwise;

            


    

     

    
      	 	
              (b)

            	
              subject
                to arrangements as to financing and indemnity satisfactory to the
                Warrant
                Agent, power to direct or authorize the Warrant Agent (i) to enforce
                any
                of the covenants of the Corporation contained in this Indenture or
                the
                Warrant Certificates, (ii) to enforce any of the rights of the
                Warrantholders in any manner specified in such Extraordinary Resolution,
                or (iii) to refrain from enforcing any such covenant or
                right;

            


    

     

    
      	 	
              (c)

            	
              power
                to waive and direct the Warrant Agent to waive any default on the
                part of
                the Corporation in complying with any provision of this Indenture
                or the
                Warrant Certificates, either unconditionally or upon any conditions
                specified in such Extraordinary
                Resolution;

            


    

     

    
      	 	
              (d)

            	
              power
                to restrain any Warrantholder from taking or instituting any suit,
                action
                or proceeding against the Corporation (i) for the enforcement of
                any of
                the covenants of the Corporation contained in this Indenture or the
                Warrant Certificates, or (ii) to enforce any of the rights of the
                Warrantholders;

            


    

     

    
      	 	
              (e)

            	
              power
                to direct any Warrantholder who, as such, has brought any suit, action
                or
                proceeding to stay or discontinue or otherwise deal with the same
                upon
                payment of the costs, charges and expenses reasonably and properly
                incurred by such Warrantholder in connection
                therewith;

            


    

     

    
      	 	
              (f)

            	
              power
                to appoint any persons (whether Warrantholders or not) as a committee
                to
                represent the interests of the Warrantholders and to confer upon
                such
                committee any powers or discretions which the Warrantholders could
                themselves exercise by Extraordinary Resolution or otherwise;
                

            


    

     

    
      	 	
              (g)

            	
              power
                from time to time and at any time to remove the Warrant Agent and
                to
                appoint a successor Warrant Agent;

            


    

     

    
      
        
        

      

      
        28.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (h)

            	
              power
                to amend, alter or repeal any Extraordinary Resolution previously
                passed;

            


    

     

    
      	 	
              (i)

            	
              power
                to assent to any change in or omission from the provisions contained
                in
                the Warrant Certificates and this Indenture or any ancillary or
                supplemental instrument which may be agreed to by the Corporation,
                and to
                authorize the Warrant Agent to concur in and execute any ancillary
                or
                supplemental indenture embodying the change or omission;
                and

            


    

     

    
      	 	
              (j)

            	
              power
                to assent to any compromise or arrangement with any creditor or creditors
                or any class or classes of creditors, whether secured or otherwise,
                and
                with holders of any shares or other securities of the
                Corporation.

            


    

     

    Section
      9.12 Extraordinary
      Resolution:

     

    
      	 	
              (a)

            	
              Extraordinary
                Resolution:
                If,
                at any meeting called for the purpose of passing an Extraordinary
                Resolution, Warrantholders holding 25% of the aggregate number of
                Warrants
                outstanding as of the date of such meeting are not present in person
                or by
                proxy within 30 minutes from the time fixed for holding the meeting,
                then
                the meeting, if called by Warrantholders or on a Warrantholders’ Request,
                shall be dissolved, but in any other case it shall stand adjourned
                to such
                day, being not less than 5 Business Days or more than 21 Business
                Days
                later, and to such place and time as may be determined by the chairman.
                Not less than three Business Days’ notice to Warrantholders shall be given
                of the time and place of such adjourned meeting in the manner provided
                in
                article twelve hereof. Such notice shall state that at the adjourned
                meeting the Warrantholders present in person or by proxy shall form
                a
                quorum but it shall not be necessary to set forth the purposes for
                which
                the meeting was originally called or any other particulars. At the
                adjourned meeting the Warrantholders present in person or by proxy
                shall
                form a quorum notwithstanding the provisions of this
                subsection 9.12(a)
                to
                the contrary and may transact the business for which the meeting
                was
                originally called and a motion proposed at such adjourned meeting
                and
                passed by the affirmative vote of Warrantholders holding not less
                than 662⁄3
                of the aggregate number of Warrants represented at the adjourned
                meeting
                and voted on the motion shall be an Extraordinary Resolution within
                the
                meaning of this Indenture, notwithstanding that Warrantholders holding
                25%
                of the aggregate number of Warrants then outstanding are not present
                in
                person or by proxy at such adjourned
                meeting.

            


    

     

    
      	 	
              (b)

            	
              Poll
                to be Taken:
                Votes on an Extraordinary Resolution shall always be given on a poll
                and
                no demand for a poll on an Extraordinary Resolution shall be
                necessary.

            


    

     

    Section
      9.13 Powers
      Cumulative:

     

    It
      is
      hereby declared and agreed that any one or more of the powers in this Indenture,
      stated to be exercisable by the Warrantholders by Extraordinary Resolution
      or
      otherwise, may be exercised from time to time and the exercise of any one or
      more of such powers from time to time shall not be deemed to exhaust the right
      of the Warrantholders to exercise such power or powers then or thereafter from
      time to time.

     

    Section
      9.14 Minutes:

     

    Minutes
      of all resolutions and Extraordinary Resolutions and proceedings at every
      meeting of Warrantholders shall be made and entered in books to be from time
      to
      time provided for that purpose by the Warrant Agent at the expense of the
      Corporation, and any such minutes, if signed by the chairman of the meeting
      at
      which such resolutions or Extraordinary Resolutions were passed or proceedings
      had, or by the chairman of the next succeeding meeting of the Warrantholders,
      shall be prima facie evidence of the matters therein stated and, until the
      contrary is proved, every such meeting, in respect of the proceedings of which
      minutes shall have been made, shall be deemed to have been called and held,
      and
      all resolutions passed thereat or proceedings taken, to have been passed and
      taken.

     

    
      
        
        

      

      
        29.

        
          

        

      

      
        
        

      

       

    

    Section
      9.15 Instruments
      in Writing:

     

    All
      actions which may be taken and all powers that may be exercised by the
      Warrantholders at a meeting held as provided in this article nine may also
      be
      taken and exercised by Warrantholders holding 662⁄3 of the aggregate number of the
      then outstanding Warrants, by an instrument in writing signed in one or more
      counterparts by such Warrantholders in person or by attorney appointed in
      writing and the expression "Extraordinary Resolution" when used in this
      Indenture shall include an instrument so signed.

     

    Section
      9.16 Binding
      Effect of Resolutions:

     

    Every
      resolution and every Extraordinary Resolution passed in accordance with the
      provisions of this article nine at a meeting of Warrantholders shall be binding
      upon all of the Warrantholders, whether present or absent at such meeting,
      and
      every instrument in writing signed by Warrantholders in accordance with the
      provisions of section 9.15
      hereof
      shall be binding upon all of the Warrantholders, whether signatories thereto
      or
      not, and each and every Warrantholder and the Warrant Agent (subject to the
      provisions for indemnity herein contained) shall be bound to give effect
      accordingly to every such resolution, Extraordinary Resolution and instrument
      in
      writing.

     

    Section
      9.17 Holdings
      by Corporation and Warrant Agent Disregarded:

     

    In
      determining whether Warrantholders are present at a meeting of Warrantholders
      for the purpose of determining a quorum or have concurred in any consent,
      resolution, Extraordinary Resolution, Warrantholders’ Request, waiver or other
      action under this Indenture, Warrants owned by the Corporation or any Subsidiary
      of the Corporation and the Warrant Agent shall be deemed not to be outstanding
      and shall be disregarded. The Corporation shall provide the Warrant Agent with
      a
      certificate of the Corporation providing details of any Warrants held by the
      Corporation or by a Subsidiary of the Corporation upon the written request
      of
      the Warrant Agent.

     

    ARTICLE
      TEN

    SUPPLEMENTAL
      INDENTURES

     

    Section
      10.01 Provision
      for Supplemental Indentures for Certain Purposes:

     

    From
      time
      to time the Corporation (when authorized by action by the Directors) and the
      Warrant Agent may, subject to the provisions of this Indenture and they shall,
      when so directed by the provisions of this Indenture, execute and deliver by
      their proper officers, indentures or instruments supplemental hereto, which
      thereafter shall form part hereof, for any one or more or all of the following
      purposes:

     

    
      	 	
              (a)

            	
              providing,
                subject to compliance with applicable securities laws, for the issuance
                of
                additional Warrants hereunder and any consequential amendments hereto
                as
                may be required by the Warrant
                Agent;

            


    

     

    
      	 	
              (b)

            	
              setting
                forth adjustments pursuant to the provisions of article five
                hereof;

            


    

     

    
      
        
        

      

      
        30.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              adding
                to the provisions hereof such additional covenants and enforcement
                provisions as, in the opinion of Counsel, are necessary or advisable
                in
                the premises, provided that the same are not, in the opinion of the
                Warrant Agent relying on the advice of Counsel, prejudicial to the
                interests of the Warrantholders;

            


    

     

    
      	 	
              (d)

            	
              giving
                effect to any resolution or Extraordinary Resolution passed as provided
                in
                article nine hereof;

            


    

     

    
      	 	
              (e)

            	
              making
                such provisions not inconsistent with this Indenture as may be necessary
                or desirable with respect to matters or questions arising hereunder,
                provided that such provisions are not, in the opinion of the Warrant
                Agent
                relying on the advice of Counsel, prejudicial to the interests of
                the
                Warrantholders;

            


    

     

    
      	 	
              (f)

            	
              adding
                to or altering the provisions hereof in respect of the transfer of
                Warrants, making provision for the exchange of Warrant Certificates,
                or
                making any modification in the form of the Warrant Certificates which
                does
                not affect the substance thereof;

            


    

     

    
      	 	
              (g)

            	
              modifying
                any of the provisions of this Indenture or relieving the Corporation
                from
                any of the obligations, conditions or restrictions herein contained,
                provided that no such modification or relief shall be or become operative
                or effective in such manner as to impair any of the rights of the
                Warrantholders or of the Warrant Agent and provided further that
                the
                Warrant Agent may in its sole discretion decline to enter into any
                such
                supplemental indenture which in its opinion may not afford adequate
                protection to the Warrant Agent when the same shall become operative;
                or

            


    

     

    
      	 	
              (h)

            	
              any
                other purpose not inconsistent with the terms of this Indenture,
                including
                the correction or rectification of any ambiguities, defective provisions,
                errors or omissions herein, provided that, in the opinion of the
                Warrant
                Agent relying on the advice of Counsel, the rights of the Warrant
                Agent
                and of the Warrantholders are in no way prejudiced
                thereby.

            


    

     

    Section
      10.02 Successor
      Corporation:

     

    In
      the
      case of a consolidation, amalgamation, arrangement, merger, separation or
      transfer of the undertaking or assets of the Corporation as an entirety or
      substantially as an entirety, the successor entity resulting from such
      consolidation, amalgamation, arrangement, merger, separation or transfer (if
      not
      the Corporation) shall expressly assume, by supplemental indenture satisfactory
      in form to the Warrant Agent and executed and delivered to the Warrant Agent,
      the performance and observance of each and every covenant and obligation
      contained in this Indenture to be performed by the Corporation, as the case
      may
      be. Without limiting the generality of the foregoing, the continuing entity
      resulting from such consolidation, amalgamation, arrangement, merger, separation
      or transfer shall be deemed to be a successor entity for purposes of this
      Indenture.

     

    ARTICLE
      ELEVEN

    CONCERNING
      THE WARRANT AGENT

     

    Section
      11.01 Trust
      Indenture Legislation:

     

    
      	 	
              (a)

            	
              Mandatory
                Requirements:
                If and to the extent that any provision of this Indenture limits,
                qualifies or conflicts with a mandatory requirement of Applicable
                Legislation, such mandatory requirement shall
                prevail.

            


    

     

    
      
        
        

      

      
        31.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Applicable
                Legislation:
                The Corporation and the Warrant Agent agree that each of them will
                at all
                times in relation to this Indenture and any action to be taken hereunder
                observe and comply with, and be entitled to the benefits of, Applicable
                Legislation.

            


    

     

    Section
      11.02 Rights
      and Duties of Warrant Agent:

     

    
      	 	
              (a)

            	
              Degree
                of Skill:
                In the exercise of the rights and duties prescribed or conferred
                by the
                terms of this Indenture, the Warrant Agent shall act honestly and
                in good
                faith with a view to the best interests of the Warrantholders and
                shall
                exercise that degree of care, diligence and skill that a reasonably
                prudent warrant agent would exercise in comparable circumstances.
                No
                provision of this Indenture shall be construed to relieve the Warrant
                Agent from liability for its own grossly negligent action, its own
                grossly
                negligent failure to act or its own wilful misconduct or bad
                faith.
                The Warrant Agent shall not be liable for any error in judgement
                or for
                any act done or step taken or omitted by it in good faith or for
                any
                mistake, in fact or in law, or for anything which it may do or refrain
                from doing in connection herewith except arising out of its own gross
                negligence, bad faith or wilful
                misconduct.

            


    

     

    
      	 	
              (b)

            	
              Conditions
                for Action:
                Subject to subsection 11.02(a)
                hereof, the Warrant Agent shall not be bound to do any thing or take
                any
                act or action for the enforcement of any of the obligations of the
                Corporation under this Indenture unless and until the Warrant Agent
                shall
                have received a Warrantholders’ Request setting out the action which the
                Warrant Agent is required to take, nor shall the Warrant Agent be
                required
                to take notice of any default hereunder, unless and until notified
                in
                writing of such default, which notice shall distinctly specify the
                default
                desired to be brought to the attention of the Warrant Agent and,
                in the
                absence of any such notice, the Warrant Agent may for all purposes
                of this
                Indenture, conclusively assume that no default has been made in the
                observance or performance of any representations, warranties, covenants,
                agreements or conditions contained herein. The obligation of the
                Warrant
                Agent to commence or continue any act, action or proceeding for the
                purpose of enforcing any rights of the Warrant Agent or the Warrantholders
                hereunder shall be conditional upon the Warrantholders furnishing,
                when
                required by notice by the Warrant Agent, sufficient funds to commence
                or
                continue such act, action or proceeding and an indemnity reasonably
                satisfactory to the Warrant Agent to protect and hold harmless the
                Warrant
                Agent against the costs, charges, expenses and liabilities to be
                incurred
                thereby and any loss or damage it may suffer by reason thereof. None
                of
                the provisions contained in this Indenture shall require the Warrant
                Agent
                to expend or risk its own funds or otherwise incur financial liability
                in
                the performance of any of its duties or in the exercise of any of
                its
                rights or powers unless indemnified as aforesaid. The Warrant Agent
                shall
                retain the right not to act and shall not be liable for refusing
                to act
                if, due to a lack of information or for any other reason whatsoever,
                the
                Warrant Agent, in its sole judgement, determines that such action
                might
                cause it to be in non-compliance with any applicable anti-money laundering
                or anti-terrorist legislation, regulation or guideline. Further,
                should
                the Warrant Agent, in its sole judgement, determine at any time that
                its
                acting under this Indenture has resulted in its being in non-compliance
                with any applicable anti-money laundering or anti-terrorist legislation,
                regulation or guideline, then it shall have the right to resign on
                10
                days' written notice to the Corporation provided that: (i) the Warrant
                Agent's written notice shall describe the circumstances of such
                non-compliance; and (ii) if such circumstances are rectified to the
                Warrant Agent's satisfaction within such 10-day period, then such
                resignation shall not be effective. In the event the Warrant Agent
                resigns
                pursuant to this section, the Corporation shall appoint a replacement
                warrant agent in accordance with the provisions of
                section 11.07
                hereof.

            


    

     

    
      
        
        

      

      
        32.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              Deposit
                of Warrant Certificates:
                The Warrant Agent may, before commencing or at any time during the
                continuance of any act, action or proceeding for the purpose of enforcing
                any rights of the Warrant Agent or the Warrantholders hereunder,
                require
                the Warrantholders at whose instance it is acting to deposit with
                the
                Warrant Agent the Warrant Certificates held by them, for which Warrant
                Certificates the Warrant Agent shall issue
                receipts.

            


    

     

    
      	 	
              (d)

            	
              Supremacy
                of Applicable Legislation:
                Every provision of this Indenture that by its terms relieves the
                Warrant
                Agent of liability or entitles it to rely upon any evidence submitted
                to
                it is subject to the provisions of Applicable Legislation and of
                this
                article eleven.

            


    

     

    Section
      11.03 Evidence:

     

    
      	 	
              (a)

            	
              Entitlement
                to Rely on Evidence:
                Whenever it is provided in this Indenture that the Corporation shall
                deposit with the Warrant Agent resolutions, certificates, reports,
                opinions, requests, orders or other documents, it is intended that
                the
                truth, accuracy and good faith on the effective date thereof of the
                facts
                and opinions stated in all documents so deposited shall, in each
                and every
                such case, be conditions precedent to the right of the Corporation
                to have
                the Warrant Agent take the action to be based thereon. The Warrant
                Agent
                may rely and shall be protected in acting upon any such documents
                deposited with it in purported compliance with any such provision
                or for
                any other purpose hereof, but may, in its discretion, require further
                evidence before acting or relying thereon. The Warrant Agent may
                rely and
                shall be protected in acting upon any resolution, certificate, statement,
                instrument, opinion, report, notice, request, consent, order, letter,
                telegram, cablegram or other paper or document believed by it to
                be
                genuine and to have been signed, sent or presented by or on behalf
                of the
                proper party or parties.

            


    

     

    
      	 	
              (b)

            	
              Additional
                Evidence:
                In addition to the reports, certificates, opinions and other evidence
                required by this Indenture, the Corporation shall furnish to the
                Warrant
                Agent such additional evidence of compliance with any provision hereof,
                and in such form, as may be prescribed by Applicable Legislation
                or as the
                Warrant Agent may reasonably require by written notice to the
                Corporation.

            


    

     

    
      	 	
              (c)

            	
              Statutory
                Declarations:
                Whenever Applicable Legislation requires that evidence referred to
                in
                subsection 11.03(a)
                hereof be in the form of a statutory declaration, the Warrant Agent
                may
                accept such statutory declaration in lieu of a Certificate of the
                Corporation required by any provision hereof. Any such statutory
                declaration may be made by one or more of the Chief Executive Officer,
                President, any Vice-President, the Chief Financial Officer, the Secretary,
                the Controller, any Assistant Secretary or any Assistant Treasurer
                of the
                Corporation.

            


    

     

    
      	 	
              (d)

            	
              Proof
                of Execution:
                Proof of execution of an instrument in writing by any Warrantholder
                may be
                made by the certificate of a notary public, solicitor or commissioner
                for
                oaths, signature guarantor, or other officer with similar powers,
                that the
                person signing such instrument acknowledged to him the execution
                thereof,
                or by an affidavit of a witness to such execution or in any other
                manner
                which the Warrant Agent may consider adequate and, in respect of
                a
                corporate Warrantholder, shall include a certificate of incumbency
                of such
                Warrantholder, together with a certified resolution authorizing the
                person
                (or person holding the office held by such person) who signs such
                instruments to sign such
                instrument.

            


    

     

    
      
        
        

      

      
        33.

        
          

        

      

      
        
        

      

       

    

    Section
      11.04 Experts
      and Advisers:

     

    The
      Warrant Agent may employ or retain, at the expense of the Corporation, such
      counsel, accountants or other experts or advisers as it may reasonably require,
      said counsel, accountants, experts or advisers to be designated by the Warrant
      Agent (subject to approval by the Corporation, such approval not to be
      unreasonably withheld) for the purpose of determining and discharging its duties
      hereunder, may pay reasonable remuneration for all services performed by any
      of
      them without taxation of any costs of any counsel and shall not be responsible
      for any misconduct on the part of any of them. The Warrant Agent may act and
      shall be protected in acting in good faith on the opinion or advice of or
      information obtained from any counsel, accountant or other expert or adviser,
      whether retained or employed by the Corporation or by the Warrant Agent, in
      relation to any matter arising in relation to this Indenture.

     

    Section
      11.05 Warrant
      Agent not Required to give Security:

     

    The
      Warrant Agent shall not be required to give any bond or security in respect
      of
      the execution of the duties, obligations and powers of this Indenture or
      otherwise in respect of these premises.

     

    Section
      11.06 Protection
      of Warrant Agent:

     

    
      	 	
              (a)

            	
              Protection:
                By way of supplement to the provisions of any law for the time being
                relating to warrant agents, it is expressly declared and agreed as
                follows:

            


    

     

    
      	 	
              (i)

            	
              the
                Warrant Agent shall not be liable for, or by reason of, any statement
                of
                fact or recital in this Indenture or in the Warrant Certificates
                (except
                the representation contained in section 11.08
                hereof and in the countersignature of the Warrant Agent on the Warrant
                Certificates) or required to verify the same, but all such statements
                or
                recitals are, and shall be deemed to be made by, the
                Corporation;

            


    

     

    
      	 	
              (ii)

            	
              the
                Warrant Agent shall not be bound to give notice to any person or
                persons
                of the execution hereof;

            


    

     

    
      	 	
              (iii)

            	
              the
                Warrant Agent shall not incur any liability or responsibility whatever
                or
                be in any way responsible for the consequence of any breach on the
                part of
                the Corporation of any of the representations, warranties or covenants
                herein contained or of any acts of Directors, officers, employees,
                agents
                or servants of the Corporation;

            


    

     

    
      	 	
              (iv)

            	
              the
                Warrant Agent, in its personal or any other capacity, may buy, lend
                upon
                and deal in shares of the Corporation and in the Warrant Certificates
                and
                generally may contract and enter into financial transactions with
                the
                Corporation or any corporation related to the Corporation without
                being
                liable to account for any profit made thereby;
                and

            


    

     

    
      	 	
              (v)

            	
              nothing
                herein contained shall impose any obligation on the Warrant Agent
                to see
                to or to require evidence of the registration or filing (or renewal
                thereof) of this Indenture or any instrument ancillary or supplemental
                hereto.

            


    

     

    
      
        
        

      

      
        34.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Indemnity:
                In addition to and without limiting any protection of the Warrant
                Agent
                hereunder or otherwise by law, the Corporation agrees to indemnify
                the
                Warrant Agent and its officers, directors, employees and agents and
                save
                it harmless from all liabilities, suits, damages, costs, expenses
                (including legal fees and disbursements of whatever kind or nature)
                and
                actions which may be brought against or suffered by it arising out
                of or
                connected with performance by it of its duties hereunder except to
                the
                extent that such liabilities, suits, damages, costs and actions are
                attributable to the gross negligence, bad faith or wilful misconduct
                of
                the Warrant Agent. Notwithstanding any other provision hereof, this
                indemnity shall survive any removal or resignation of the Warrant
                Agent,
                discharge of this Indenture and termination of any duties and obligations
                hereunder. None of the provisions contained in this Agreement shall
                require the Warrant Agent to expend or to risk its own funds or otherwise
                incur financial liability in the performance of any of its duties
                or in
                the exercise of any of its right or powers unless indemnified as
                aforesaid.

            


    

     

    Section
      11.07 Replacement
      of Warrant Agent, Successor by Merger:

     

    
      	 	
              (a)

            	
              Resignation:
                The Warrant Agent may resign its trusts and be discharged from all
                further
                duties and liabilities hereunder, subject to this subsection
                11.07(a),
                by giving to the Corporation not less than 60 days’ prior notice in
                writing or such shorter prior notice as the Corporation may accept
                as
                sufficient. The Warrantholders, by Extraordinary Resolution, shall
                have
                power at any time to remove the Warrant Agent and to appoint a new
                warrant
                agent. In the event of the Warrant Agent resigning or being removed
                as
                aforesaid or being dissolved, becoming bankrupt, going into liquidation
                or
                otherwise becoming incapable of acting hereunder, the Corporation
                shall
                forthwith appoint a new trustee unless such Extraordinary Resolution
                has
                appointed a new warrant agent; failing such appointment by the
                Corporation, the retiring Warrant Agent, at the expense of the
                Corporation, or any Warrantholder, may apply to a judge of the Ontario
                Superior Court of Justice, on such notice as such judge may direct
                for the
                appointment of a new warrant agent; provided that any new warrant
                agent so
                appointed by the Corporation or by the Court shall be subject to
                removal
                as aforesaid by the Warrantholders. Any new warrant agent appointed
                under
                this subsection 11.07(a)
                shall be a corporation authorized to carry on the business of a trust
                company or transfer agent in the Province of Ontario and, if required
                by
                Applicable Legislation of any other province in Canada, in such other
                provinces. On any such appointment the new warrant agent shall be
                vested
                with the same powers, rights, duties and responsibilities as if it
                had
                been originally named herein as Warrant Agent without any further
                assurance, conveyance, act or deed, but there shall be immediately
                executed, at the expense of the Corporation, all such conveyances
                or other
                instruments as may, in the opinion of Counsel, be necessary or advisable
                for the purpose of assuring the same to the new warrant agent, provided
                that, following any resignation or removal of the Warrant Agent and
                appointment of a successor warrant agent, the successor warrant agent
                shall have executed an appropriate instrument accepting such appointment
                and, at the request of the Corporation, the predecessor Warrant Agent
                shall, following payment of all outstanding fees and expenses owed
                to it
                under this agreement, execute and deliver to the successor warrant
                agent
                an appropriate instrument transferring to such successor warrant
                agent all
                rights and powers of the Warrant Agent hereunder so ceasing to
                act.

            


    

     

    
      	 	
              (b)

            	
              Notice
                of Successor:
                Upon the appointment of a successor warrant agent, the Corporation
                shall
                promptly notify the Warrantholders thereof in the manner provided
                for in
                article twelve hereof.

            


    

     

    
      
        
        

      

      
        35.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              No
                Further Act for Merger:
                Any corporation into or with which the Warrant Agent may be merged
                or
                consolidated or amalgamated, or any corporation resulting therefrom,
                or
                any corporation succeeding to the trust or transfer agency business
                of the
                Warrant Agent shall be the successor to the Warrant Agent hereunder
                without any further act on its part or any of the parties hereto,
                provided
                that such corporation would be eligible for appointment as a successor
                trustee under subsection 11.07(a)
                hereof.

            


    

     

    
      	 	
              (d)

            	
              Certification:
                Any Warrant Certificate countersigned but not delivered by a predecessor
                Warrant Agent may be delivered by the successor trustee in the name
                of the
                predecessor or successor warrant
                agent.

            


    

     

    Section
      11.08 Conflict
      of Interest:

     

    
      	 	
              (a)

            	
              Representation:
                The Warrant Agent represents to the Corporation that at the time
                of the
                execution and delivery hereof no material conflict of interest exists
                in
                the Warrant Agent’s role as a fiduciary hereunder and agrees that in the
                event of a material conflict of interest arising hereafter it will,
                within
                90 days after ascertaining that it has such material conflict of
                interest,
                either eliminate the same or assign its trusts hereunder to a successor
                trustee approved by the Corporation and meeting the requirements
                set forth
                in subsection 11.07(a)
                hereof.

            


    

     

    
      	 	
              (b)

            	
              Dealing
                in Securities:
                Subject to subsection 11.08(a)
                hereof, the Warrant Agent or a successor warrant agent, in its personal
                or
                any other capacity, may buy, lend upon and deal in securities of
                the
                Corporation and generally may contract and enter into financial
                transactions with the Corporation or any Subsidiary of the Corporation
                without being liable to account for any profit made
                thereby.

            


    

     

    Section
      11.09 Acceptance
      of Trust:

     

    The
      Warrant Agent hereby accepts the trusts in this Indenture declared and provided
      for and agrees to perform the same upon the terms and conditions hereinbefore
      set forth unless and until discharged therefrom.

     

    Section
      11.10 Actions
      by Warrant Agent to Protect Interest:

     

    The
      Warrant Agent shall have power to institute and to maintain such actions and
      proceedings as it may consider necessary or expedient to preserve, protect
      or
      enforce its interest and the interests of the Warrantholders.

     

    Section
      11.11 Documents,
      Moneys, etc. Held by Warrant Agent:

     

    The
      Warrant Agent may retain any cash balance held in connection with this Agreement
      and may, but need not, hold the same in its deposit department, the deposit
      department of one of its Affiliates or the deposit department of a Canadian
      chartered bank; but the Warrant Agent, its Affiliates or a Canadian chartered
      bank shall not be liable to account for any profit to the Company or any other
      person or entity other than at a rate, if any, established from time to time
      by
      the Warrant Agent, its Affiliates or a Canadian chartered bank.

     

    For
      the
      purpose of this Section, "Affiliate" means affiliated companies within the
      meaning of the Business
      Corporations Act
      (Ontario) ("OBCA"); and includes Canadian Imperial Bank of Commerce, CIBC Mellon
      Global Securities Services Company and The Bank of New York Mellon and each
      of
      their affiliates within the meaning of the OBCA

     

    
      
        
        

      

      
        36.

        
          

        

      

      
        
        

      

       

    

    Section
      11.12 Warrant
      Agent Not to be Appointed Receiver:

     

    The
      Warrant Agent and any person related to the Warrant Agent shall not be appointed
      a receiver or receiver and manager or liquidator of all or any part of the
      assets or undertaking of the Corporation.

     

    ARTICLE
      TWELVE

    NOTICE
      TO WARRANTHOLDERS

     

    Section
      12.01 Notice:

     

    
      	 	
              (a)

            	
              Notice:
                Unless herein otherwise expressly provided, a notice to be given
                hereunder
                to Warrantholders will be deemed to be validly given if the notice
                is sent
                by ordinary surface or air mail, postage prepaid, addressed to the
                Warrantholders or delivered (or so mailed to certain Warrantholders
                and so
                delivered to the other Warrantholders) at their respective addresses
                appearing on the registers of holders described in section 0
                hereof, provided, however, that if, by reason of a strike, lockout
                or
                other work stoppage, actual or threatened, involving Canadian postal
                employees, the notice could reasonably be considered unlikely to
                reach or
                likely to be delayed in reaching its destination, the notice will
                be valid
                and effective only if it is so delivered or is given by publication
                twice
                in each of the Report on Business section in the national edition
                of The
                Globe and Mail newspaper and The Wall Street
                Journal.

            


    

     

    
      	 	
              (b)

            	
              Date
                of Notice:
                A
                notice so given by mail or so delivered will be deemed to have been
                given
                on the first Business Day after it has been mailed or on the day
                on which
                it has been delivered, as the case may be, and a notice so given
                by
                publication will be deemed to have been given on the second day on
                which
                it has been published as required. In determining under any provision
                hereof the date when notice of a meeting or other event must be given,
                the
                date of giving notice will be included and the date of the meeting
                or
                other event will be excluded. Accidental failure or omission in giving
                notice or accidental failure to mail notice to any Warrantholder
                will not
                invalidate any action or proceeding founded
                thereon.

            


    

     

    ARTICLE
      THIRTEEN

    GENERAL

     

    Section
      13.01 Notice
      to the Corporation and the Warrant Agent:

     

    
      	 	
              (a)

            	
              Notices:
                Unless herein otherwise expressly provided, any notice to be given
                hereunder to the Corporation or to the Warrant Agent shall be deemed
                to be
                validly given if delivered by prepaid courier, if transmitted by
                telecopier or other means of prepaid, transmitted, recorded communication
                or if sent by registered mail, postage
                prepaid:

            


    

     

    
      	 	
              (i)

            	
              to
                the Corporation:

            


    

     

    Apollo
      Gold Corporation

    5655
      S.
      Yosemite Street, Suit 200

    Greenwood
      Village, CO

    U.S.A.

     

    
      
        
        

      

      
        37.

        
          

        

      

      
        
        

      

       

    

    Attention: R.
      David
      Russell

    Telecopier: 720-482-0957

     

    
      	 	
              (ii)

            	
              to
                the Warrant Agent: 

            


    

     

    CIBC
      Mellon Trust Company

    320
      Bay
      Street

    Toronto,
      ON M5H 4A6

     

    Attention: Manager,
      Client Services

    Telecopier: 416-643-5570

     

    and
      any
      such notice delivered or sent in accordance with the foregoing shall be deemed
      to have been received on the date of delivery or facsimile transmission or,
      if
      mailed, on the second Business Day following the day of the mailing of the
      notice. The original of any document sent by facsimile transmission to the
      Warrant Agent shall be subsequently mailed to the Warrant Agent.

     

    
      	 	
              (b)

            	
              Change
                of Address:
                The Corporation or the Warrant Agent, as the case may be, may from
                time to
                time notify the other in the manner provided in subsection 0
                hereof of a change of address which, from the effective date of such
                notice and until changed by like notice, shall be the address of
                the
                Corporation or the Warrant Agent, as the case may be, for all purposes
                of
                this Indenture.

            


    

     

    
      	 	
              (c)

            	
              Postal
                Disruption:
                If, by reason of a strike, lockout or other work stoppage, actual
                or
                threatened, involving postal employees, any notice to be given to
                the
                Warrant Agent or to the Corporation hereunder could reasonably be
                considered unlikely to reach its destination, such notice shall be
                valid
                and effective only if it is delivered by prepaid courier or transmitted
                by
                telecopier or other means of prepaid, transmitted, recorded communication,
                such notice to be deemed to have been received on the date of delivery
                or
                transmission.

            


    

     

    Section
      13.02 Time
      of the Essence:

     

    Time
      shall be of the essence of this Indenture and the Warrant
      Certificates.

     

    Section
      13.03 Counterparts:

     

    The
      Indenture may be executed in several counterparts, each of which when so
      executed shall be deemed to be an original and such counterparts together shall
      constitute one and the same instrument and notwithstanding their date of
      execution shall be deemed to be dated as of the date hereof.

     

    Section
      13.04 Satisfaction
      and Discharge of Indenture:

     

    Upon
      all
      Common Shares required to be issued in respect of Warrant Certificates delivered
      to the Warrant Agent prior to the Expiry Date having been issued, this Indenture
      shall cease to be of further force or effect and the Warrant Agent, on demand
      of
      and at the cost and expense of the Corporation and upon delivery to the Warrant
      Agent of a certificate of the Chief Executive Officer, President, Chief
      Financial Officer or any Vice-President of the Corporation stating that all
      conditions precedent to the satisfaction and discharge of this Indenture have
      been complied with, shall execute proper instruments acknowledging satisfaction
      of and discharging this Indenture.

     

    
      
        
        

      

      
        38.

        
          

        

      

      
        
        

      

       

    

    
      	
              Section
                13.05

            	
              Provisions
                of Indenture and Warrant Certificate for the Sole Benefit of Parties
                and
                

              Warrantholders:

            


    

     

    Nothing
      in this Indenture or the Warrant Certificates, expressed or implied, shall
      give
      or be construed to give to any person other than the parties hereto and the
      holders of the Warrant Certificates, as the case may be, any legal or equitable
      right, remedy or claim under this Indenture or the Warrant Certificates, or
      under any covenant or provision therein contained, all such covenants and
      provisions being for the sole benefit of the parties hereto and the
      Warrantholders.

     

    Section
      13.06 Stock
      Exchange Consents:

     

    Any
      action provided for in this Indenture requiring the prior consent of any stock
      exchange upon which the Common Shares or Warrants may be listed shall not be
      completed until the requisite consent is obtained.

     

    Section
      13.07 Indenture
      to Prevail:

    


    To
      the
      extent of any discrepancy or inconsistency between the terms and conditions
      of
      this Indenture and the Warrant Certificate, the terms of this Indenture will
      prevail.

     

    Section
      13.08 Assignment

    


    This
      Warrant Indenture and the benefits and burdens hereunder shall not be assignable
      by the Corporation or the Warrant Agent without the prior written consent of
      the
      other party, which consent shall not be unreasonably withheld. Subject to the
      foregoing and the other provisions of this Indenture, this Indenture shall
      enure
      to the benefit of and be binding upon the Corporation and the Warrant Agent
      and
      their respective successors (including any successor by reason of amalgamation)
      and permitted assigns.

    


    
      
        
        

      

      
        39.

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF the parties have executed this Indenture as of the day and
      year
      first above written.

     

    


    
      	 	
              APOLLO
                GOLD CORPORATION

              By:

               

              /s/
                R. David Russell, President and CEO

            
	 	
              (Signed)
                

               

               

               

            
	 	
              CIBC
                MELLON TRUST COMPANY

              By:

               

              /s/
                Warren Jansen

            
	 	
              (Signed)
                

               

              /s/
                Linda Arhin

            
	 	
              (Signed)

            


    

    


    
      
        
        

      

      
        40.

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A TO THE WARRANT

     

    INDENTURE
      DATED AS OF JULY 9, 2008 BETWEEN

     

    APOLLO
      GOLD CORPORATION AND CIBC MELLON TRUST COMPANY

     

    FORM
      OF
      WARRANT CERTIFICATE

     

    EXERCISABLE
      ONLY PRIOR TO 5:00 P.M., TORONTO TIME, ON THE EXPIRY DATE AFTER WHICH TIME
      THIS
      WARRANT CERTIFICATE SHALL BE NULL AND VOID.

     

    
      	
              NUMBER
                ________

            	 	
              CERTIFICATE
                FOR <>

            
	 	 	
              WARRANTS

            


    

     

    WARRANT

     

    TO
      PURCHASE COMMON SHARES OF APOLLO GOLD CORPORATION

     

    THIS
      IS
      TO CERTIFY THAT, for value received, <>
      (the
      "holder") is entitled to subscribe for and to purchase subject to adjustment
      in
      certain events as set forth in the Warrant Indenture (as hereinafter defined),
      AT ANY TIME PRIOR TO 5:00 P.M., TORONTO TIME, ON THE EXPIRY DATE (as hereinafter
      defined) for each Warrant represented hereby one fully paid and non-assessable
      common share ("Common Share") of APOLLO GOLD CORPORATION (the "Corporation")
      as
      constituted on the date hereof, on the basis of one Common Share for each one
      Warrant, at an exercise price of $.65 (Canadian) per Common Share (the "Exercise
      Price"), by surrendering this Warrant Certificate to the Warrant Agent specified
      below with a subscription form (FORM 1) properly completed and executed, and
      a
      certified cheque, bank draft or money order in lawful money of Canada payable
      to
      or to the order of the Corporation (as hereinafter defined), for the total
      purchase price of the Common Shares so subscribed for and
      purchased.

     

    The
      Expiry Date is ___, 2011.

     

    The
      holder of this Warrant Certificate may subscribe for and purchase less than
      the
      number of Common Shares entitled to be subscribed for and purchased on surrender
      of this Warrant Certificate. If the subscription does not exhaust the Warrants
      represented by this Warrant Certificate, a Warrant Certificate representing
      the
      balance of the Warrants will be issued to the holder. No Warrant Certificate
      representing fractional Warrants will be issued and the holder hereof
      understands and agrees that such holder will not be entitled to any cash payment
      or other form of compensation in respect of a fractional Warrant. By acceptance
      hereof, the holder expressly waives any right to receive fractional Common
      Shares upon exercise hereof in full or in part and further waives the right
      to
      receive any cash or consideration in lieu thereof. If the number of Common
      Shares to which a Warrantholder would otherwise be entitled upon the exercise
      of
      this Warrant Certificate is not a whole number, then the number of Common Shares
      to be issued will be rounded down to the next whole number.

     

    CIBC
      Mellon Trust Company (the "Warrant Agent") at its principal office in the City
      of Toronto, Ontario, has been appointed the warrant agent to receive
      subscriptions for Common Shares and payment of the Exercise Price from holders
      of Warrant Certificates. This Warrant Certificate, the subscription form (FORM
      1), and a certified cheque, bank draft or money order shall be deemed to be
      surrendered to the Warrant Agent only upon personal delivery thereof or, if
      sent
      by post or other means of transmission, upon receipt thereof by the Warrant
      Agent at the office specified above. The Corporation may also provide for other
      places at which this Warrant Certificate may be surrendered for exchange or
      exercise. If mail is used for delivery of a Warrant Certificate, for the
      protection of the holder, registered mail should be used and sufficient time
      should be allowed to avoid the risk of late delivery.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Upon
      due
      exercise of the Warrants represented by this certificate and payment of the
      total Exercise Price, certificates representing Common Shares subscribed for
      and
      purchased will be mailed to the persons specified in the subscription form
      (FORM
      1) at the respective addresses specified therein or, if so specified in the
      subscription form (FORM 1), delivered to such persons at the office of the
      Warrant Agent where the applicable Warrant Certificate was surrendered, as
      soon
      as reasonably practicable but in any event within three Business Days after
      the
      due surrender of such Warrant Certificate and payment as aforesaid, including
      any applicable taxes.

     

    In
      certain cases, the sale of securities by the Corporation upon exercise of
      Warrants may violate the securities laws of the United States, certain states
      thereof or other jurisdictions. The Corporation has agreed to use its best
      efforts to cause a registration statement to be effective during the term of
      the
      Warrants such that holders that exercise Warrants will receive Common Shares
      that are not “restricted securities” within the meaning of Rule 144 under
      the U.S. Securities Act. However, the Corporation will not be required to issue
      securities upon the exercise of Warrants, and may suspend the exercise of any
      Warrant, if, in the opinion of the Board of Directors, upon advice of Counsel,
      the sale of securities upon such exercise would violate applicable securities
      laws. 

     

    This
      Warrant Certificate may, upon compliance with the reasonable requirements and
      charges of the Warrant Agent, be divided by completing and executing FORM 2
      and
      delivering the Warrant Certificate to the Warrant Agent.

     

    The
      Warrants represented by this Warrant Certificate may only be transferred, upon
      compliance with the conditions prescribed in the Warrant Indenture, on the
      register of transfers to be kept at the principal office of the Warrant Agent
      in
      Toronto, Ontario, by the holder or his executors, administrators or other legal
      representatives or his or their attorney duly appointed by an instrument in
      writing in form and executed in a manner satisfactory to the Warrant Agent
      and,
      upon compliance with such requirements and such other reasonable requirements
      as
      the Warrant Agent may prescribe, such transfer will be duly recorded on such
      register of transfers by the Warrant Agent. Notwithstanding the foregoing,
      the
      Corporation will be entitled, and may direct the Warrant Agent, to refuse to
      record any transfer of any Warrant on such register if such transfer would
      constitute a violation of the securities laws of any jurisdiction.

     

    This
      Warrant Certificate represents Warrants of the Corporation issued or issuable
      under the provisions of a warrant indenture (which indenture together with
      all
      other instruments supplemental or ancillary thereto is herein referred to as
      the
      "Warrant Indenture") dated as of July 9, 2008, between the Corporation and
      the
      Warrant Agent, to which reference is hereby made for particulars of the rights
      of the holders of the Warrant Certificates, the Corporation and the Warrant
      Agent in respect thereof and the terms and conditions upon which the Warrants
      represented hereby are issued and held, all to the same effect as if the
      provisions of the Warrant Indenture were herein set forth in full, to all of
      which the holder of this Warrant Certificate by acceptance hereof assents,
      it
      being expressly understood that the provisions of the Warrant Indenture and
      this
      Warrant Certificate are for the sole benefit of the Corporation, the Warrant
      Agent and the Warrantholders. Words and terms in this Warrant Certificate with
      the initial letter or letters capitalized and not defined herein shall have
      the
      meanings ascribed to such capitalized words and terms in the Warrant Indenture.
      A copy of the Warrant Indenture will be available for inspection at the
      principal office of the Warrant Agent in Toronto, Ontario or may be obtained
      on
      request without charge from the Corporate Secretary of the Corporation, at
      5655
      South Yosemite Street, Suite 200, Greenwood Village, Colorado,
      80111-3220,
      telephone:
      720-886-9656.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Nothing
      contained in this Warrant Certificate, the Warrant Indenture or otherwise shall
      be construed as conferring upon the holder hereof any right or interest
      whatsoever as a holder of Common Shares or other shareholder of the Corporation
      or any other right or interest except as herein and in the Warrant Indenture
      expressly provided.

     

    The
      Warrant Indenture provides for adjustments to the exercise price of the Warrants
      and to the number and kind of securities purchasable upon exercise upon the
      happening of certain stated events including the subdivision or consolidation
      of
      the Common Shares, certain distributions of Common Shares or securities
      exchangeable for or convertible into Common Shares or of other assets or
      property of the Corporation, certain offerings of rights, warrants or options
      and certain reorganizations.

     

    The
      Warrant Indenture provides for the giving of notice by the Corporation prior
      to
      taking certain actions specified therein. The Corporation may from time to
      time
      purchase any of the Warrants by private contract or otherwise. Any such Warrants
      purchased by the Corporation shall be cancelled.

     

    The
      Warrant Indenture contains provisions making binding upon all holders of
      Warrants outstanding thereunder resolutions passed at meetings of such
      Warrantholders held in accordance with such provisions and instruments in
      writing signed by the Warrantholders entitled to acquire upon the exercise
      of
      the Warrants a specified percentage of the Common Shares purchaseable on
      exercise of all then-outstanding Warrants.

     

    This
      Warrant Certificate, the Warrants represented by this Warrant Certificate and
      the Warrant Indenture shall be governed by and performed, construed and enforced
      in accordance with the laws of the Province of Ontario and the federal laws
      of
      Canada applicable therein.

     

    This
      Warrant Certificate shall not be valid for any purpose until it has been
      countersigned by or on behalf of the Warrant Agent for the time being under
      the
      Warrant Indenture. 

     

    IN
      WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be signed
      by its proper officers.

    


    
      	 	
              APOLLO
                GOLD CORPORATION

              By:

              ____________________________________

            
	 	
              Authorized
                Officer

               

               

              ____________________________________

            
	 	
              Authorized
                Officer

            


    

     

    This
      Warrant Certificate is one of the Warrant Certificates referred to in the
      Warrant Indenture.

     

    Dated:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              CIBC
                MELLON TRUST COMPANY

              By:

              ____________________________________

            
	 	
              Authorized
                Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION
      FORM

     

    (FORM
      1)

     

    THE
      UNDERSIGNED HOLDER OF THE WITHIN WARRANTS HEREBY IRREVOCABLY SUBSCRIBES
      FOR           
       Common
      Shares of APOLLO GOLD CORPORATION at $.65 (Canadian) per Common Share and on
      the
      other terms and conditions set out in the Warrant Certificate and Warrant
      Indenture and encloses herewith a certified cheque, bank draft or money order
      in
      Canadian dollars payable to "APOLLO GOLD CORPORATION" in payment of the
      aggregate subscription price therefor.

     

    The
      undersigned hereby irrevocably directs that the Common Shares be delivered,
      subject to the conditions set out in this certificate and the provisions of
      the
      Warrant Indenture, and that the said Common Shares be registered as
      follows:

     

    
      	
              Name(s)
                in Full and Social Insurance or Social Security Number(s)

            	 	
              Address(es)
                (include postal code)

            	 	
              Number
                of Common Shares

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              TOTAL:

            	 


    

     

    Please
      print full name in which certificate(s) are to be issued. If any of the Common
      Shares are to be issued to a person or persons other than the Warrantholder,
      the
      Warrantholder must pay to the Warrant Agent all requisite taxes or other
      government charges, if any.

    


     

    DATED
      this  day
      of
   ,
      20 .
      

     

    
      
        	 	 	 
	Signature of Warrantholder	 	Signature Guaranteed
	 	 	 


      

    

     

    Print
      Name and Address in full below:

     

    
      	Name	 
	 	 
	Address	 
	 	 
	 	 
	 	 
	 	 
	 	(Include Postal
              Code)


    

           

    The
      signature of the Warrantholder must be guaranteed by a Schedule I Canadian
      chartered bank or by a medallion signature guarantee from a member of a
      recognized Signature Medallion Guarantee Program.

     

    
      	
            	o	
              Please
                check box if certificates representing the Common Shares are to be
                delivered at the office of the Warrant Agent where this Warrant
                Certificate is surrendered, failing which the certificates will be
                mailed
                to the address set forth above. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TO
      DIVIDE OR COMBINE WARRANT CERTIFICATES

     

    (FORM
      2)

     

    Fill
      in
      and sign this FORM 2 and surrender this Warrant Certificate to the Warrant
      Agent
      in ample time for new Warrant Certificates to be issued and used.

     

    Deliver
      to the undersigned Warrantholder, at the address mentioned below, new
      certificates as follows:

     

    
      	 	 	 	
              Certificate(s)

            
	for	
              Warrants
                each

            	 	 


    

     

    
      
        	 	 	 	
                Certificate(s)

              
	for	
                Warrants
                  each

              	 	 


      

       

      
        
          	 	 	 	
                  Certificate(s)

                
	for	
                  Warrants
                    each

                	 	 


        

         

      

    

    
    

    Dated
      this __ day
      of
      __________________,
      20__.

     

    ____________________________________

     

    Signature
      of Warrantholder

     

    Print
      name and address in full below.

    
       

      
        	Name	 
	 	 
	Address	 
	 	 
	 	 
	 	(Include Postal
                Code)


      

        

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORM
      OF TRANSFER

     

    (FORM
      3)

     

    FOR
      VALUE
      RECEIVED the undersigned hereby sells, assigns and transfers the Warrants
      represented by this Warrant Certificate to:

    
      
         

        
          	Name
                  of
                  Transferee	 
	 	 
	Address	 
	 	 
	 	 
	 	(Include Postal
                  Code)


        

        
        

      

    

    Social
      Insurance or Social Security Number(s)          

     

    _________
      of the Warrants registered in the name of the undersigned Transferor represented
      by the Warrant Certificate

     

    and
      hereby irrevocably constitutes and
      appoints___________________________________________

    (leave
      this space blank)    

     

    as
      the
      attorney of the undersigned with full power of substitution to transfer the
      Warrants on the appropriate register of the Warrant Agent.

     

    DATED
      this __ day
      of
      ___________________,
      20__.

     

    
      	
              __________________________________

              Signature
                Guaranteed

            	
              ___________________________________

              Signature
                of Transferor

            
	 	
              ___________________________________

              Name
                of Transferor

            
	 	
              ___________________________________

              Address
                of Transferor

            


    

     

    CERTAIN
      REQUIREMENTS RELATING TO TRANSFERS

     

    
      	
              1.

            	
              The
                signature of the transferor must correspond in every particular with
                the
                surname and the first name(s) or initials shown on the face of this
                certificate and the endorsement must be signature guaranteed, in
                either
                case, by a Schedule I Canadian chartered bank or a member of a recognized
                securities transfer agents medallion program (STAMP). The stamp affixed
                thereon by the guarantor must bear the actual words "signature guarantee",
                or "signature medallion guaranteed" and otherwise be in accordance
                with
                industry standards.